Vertex, Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 24th, 2020 • Vertex, Inc. • Services-prepackaged software • New York
Vertex, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives, an aggregate of [·] shares (the “Firm Shares”) of Class A common stock, par value $0.001 per share (the “Class A Stock” and, together with the Company’s Class B common stock, par value $0.001 per share, collectively, the “Stock”) of the Company, and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), together with the Company, propose, subject to the terms and conditions stated in this this Agreement, to sell to the several Underwriters up to an additional [·] shares of Class A Stock (the “Optional Shares”), at the election of the Underwriters. Optional Shares shall be purchased first from the Selling Stockholders, pro rata, in the amount up to those set forth on Schedule I
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 20th, 2020 • Vertex, Inc. • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2020 by and between Vertex, Inc. a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
100,000,000 REVOLVING CREDIT FACILITY $175,000,000 TERM LOAN CREDIT AGREEMENT by and among VERTEX, INC., as Borrower and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent Dated as of...Credit Agreement • July 2nd, 2020 • Vertex, Inc. • Services-prepackaged software
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of March 31, 2020 and is made by and among VERTEX, INC., a Pennsylvania corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
0.750% Convertible Senior Notes due 2029Indenture • April 26th, 2024 • Vertex, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of April 26, 2024, between Vertex, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
Vertex, Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • November 22nd, 2022 • Vertex, Inc. • Services-prepackaged software
The 2009 Jeffrey R. Westphal Generation‐Skipping Trust (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 1,500,000 shares (the “Shares”) of Class A common stock, par value $0.001 per share (the “Class A Stock” and, together with the Class B common stock, par value $0.001 per share, of Vertex, Inc., a Delaware corporation (the “Company”), collectively, the “Stock”) of the Company.
AMENDMENT TO S CORPORATION TERMINATION AND TAX SHARING AGREEMENTTermination and Tax Sharing Agreement • August 12th, 2021 • Vertex, Inc. • Services-prepackaged software
The S Corporation Termination and Tax Sharing Agreement, dated as of July 27, 2020 (the “Agreement”), made by and between Vertex, Inc., a Delaware corporation (the “Company”), and the trusts and individuals identified on the signature page thereto (each a “Shareholder” and collectively the “Shareholders”) is hereby amended as follows:
STOCK OPTION AMENDMENT AGREEMENTStock Option Amendment Agreement • July 20th, 2020 • Vertex, Inc. • Services-prepackaged software • Delaware
This STOCK OPTION AMENDMENT AGREEMENT (this “Agreement”), dated as of , 2020, is among Vertex, Inc. (the “Company”) and [INSERT NAME OF OPTIONHOLDER] (the “Optionee”).
S CORPORATION TERMINATION AND TAX SHARING AGREEMENTCorporation Termination and Tax Sharing Agreement • July 20th, 2020 • Vertex, Inc. • Services-prepackaged software • Delaware
This S Corporation Termination and Tax Sharing Agreement, dated as of [ ], 2020 (the “Agreement”), is made by and between Vertex, Inc., a Delaware corporation (the “Company”), and the trusts and individuals identified on the signature page hereto (each a “Shareholder” and collectively the “Shareholders”).
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 24th, 2020 • Vertex, Inc. • Services-prepackaged software • Delaware
This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) made as of this [ · ] day of [ · ], 2020 by, between and among Vertex, Inc., a Delaware corporation (the “Company”) and each Person identified on Schedule 2 hereto and any other Person who becomes a party to this Agreement pursuant to the provisions hereof (each such Person, individually, a “Stockholder” and, collectively, the “Stockholders”).
FIRST AMENDMENT TO LOAN DOCUMENTSLoan Documents • July 2nd, 2020 • Vertex, Inc. • Services-prepackaged software • Pennsylvania
FIRST AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of April 3, 2020, by and among (i) VERTEX, INC. (the “Borrower”), (ii) VERTEX VAT SOLUTIONS, LLC and VERTEX DELAWARE, LLC (collectively, the “Guarantors”; together with the Borrower, individually a “Loan Party” and collectively, the “Loan Parties”), (iii) the Lenders party hereto and (iv) PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Credit Agreement referred to below.
S CORPORATION TERMINATION AND TAX SHARING AGREEMENTCorporation Termination and Tax Sharing Agreement • September 11th, 2020 • Vertex, Inc. • Services-prepackaged software • Delaware
This S Corporation Termination and Tax Sharing Agreement, dated as of July 27, 2020 (the “Agreement”), is made by and between Vertex, Inc., a Delaware corporation (the “Company”), and the trusts and individuals identified on the signature page hereto (each a “Shareholder” and collectively the “Shareholders”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 13th, 2023 • Vertex, Inc. • Services-prepackaged software • Pennsylvania
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 12, 2023, by and among (i) VERTEX, INC. (the “Borrower”), (ii) VERTEX VAT SOLUTIONS, LLC and VERTEX DELAWARE, LLC (collectively, the “Guarantors”; together with the Borrower, individually a “Loan Party” and collectively, the “Loan Parties”), (iii) the Lenders party hereto and (iv) PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Amended Credit Agreement referred to below.
VERTEX, INC. STOCK OPTION TRANSFER AGREEMENTStock Option Transfer Agreement • July 20th, 2020 • Vertex, Inc. • Services-prepackaged software • Delaware
This Stock Option Transfer Agreement (this “Agreement”) is entered into by and among Vertex, Inc., a Delaware corporation (the “Company”), [ ] (the “Transferor”) and [ ] (the “Transferee”). The Company, the Transferor and the Transferee are each sometimes referred to herein as a “Party,” and collectively sometimes referred to herein as the “Parties.”
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 9th, 2022 • Vertex, Inc. • Services-prepackaged software • Pennsylvania
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 8, 2022, by and among (i) VERTEX, INC. (the “Borrower”), (ii) VERTEX VAT SOLUTIONS, LLC (“Solutions”) and VERTEX DELAWARE, LLC (“Delaware” and collectively with Solutions, the “Guarantors”; together with the Borrower, individually a “Loan Party” and collectively, the “Loan Parties”), (iii) the Lender party on the date hereof to the Existing Credit Agreement (as defined below) and listed on the signature pages hereto as the “Continuing Lender” (the “Continuing Lender”), (iv) the Lender party on the date hereof to the Existing Credit Agreement and listed on the signature pages hereto as the “Departing Lender” (the “Departing Lender”; together with the Continuing Lender, the “Existing Lenders”), (v) the new lenders joining the Existing Credit Agreement on the date hereof (the “New Lenders” and together with the Continuing Lenders, collectively, the “Lenders”) and (vi) PNC BANK, NATIONAL ASSOCIATION, as administrati
