EverCommerce Inc. Sample Contracts

Underwriting Agreement
Underwriting Agreement • June 23rd, 2021 • EverCommerce Inc. • Services-prepackaged software • New York

EverCommerce 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”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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INDEMNIFICATION And Advancement AGREEMENT
Indemnification and Advancement Agreement • June 23rd, 2021 • EverCommerce Inc. • Services-prepackaged software • Delaware

This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 20[●] by and between EverCommerce Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

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AMENDMENT NO. 2, dated as of June 26, 2023 (this “Amendment”), to the Credit Agreement dated as of July 6, 2021 (as amended by Amendment No.1, dated as of November 23, 2021, and as further amended, supplemented, amended and restated or otherwise...
Credit Agreement • August 8th, 2023 • EverCommerce Inc. • Services-prepackaged software • New York

CREDIT AGREEMENT, dated as of July 6, 2021 (as amended by Amendment No. 1 dated as of November 23, 2021, this “Agreement”), among EVERCOMMERCE INTERMEDIATE INC., a Delaware corporation (“Holdings”), EVERCOMMERCE SOLUTIONS INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, and ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent and an Issuing Bank.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 15th, 2022 • EverCommerce Inc. • Services-prepackaged software

This Executive Employment Agreement (this “Agreement”) is executed as of June 28, 2021 and shall be effective as of the date of closing of the initial public offering of EverCommerce Inc. (“ECI”) or such other date mutually agreed in writing between the parties (such date, the “Effective Date”), by and between Matthew Feierstein (“Executive”), and EverCommerce Solutions Inc., a Delaware corporation (“ESI”, together with ECI and any subsidiaries or affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”).

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COLLATERAL AGREEMENT
Collateral Agreement • July 9th, 2021 • EverCommerce Inc. • Services-prepackaged software • New York

COLLATERAL AGREEMENT, dated as of July 6, 2021 (this “Agreement”), among EVERCOMMERCE INTERMEDIATE INC., a Delaware corporation (“Holdings”), EVERCOMMERCE SOLUTIONS INC., a Delaware corporation (the “Borrower”), the other GRANTORS from time to time party hereto and ROYAL BANK OF CANADA, as Collateral Agent (in such capacity and together with successors in such capacity, the “Collateral Agent”).

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PaySimple Holdings, Inc. AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 23rd, 2021 • EverCommerce Inc. • Services-prepackaged software • New York

THIS AGREEMENT (the “Award Agreement”), is hereby amended and restated as of August 23, 2019 (the “Date of Grant”), by and between PaySimple Holdings, Inc., a Delaware corporation (the “Company”), and Eric Remer (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the PaySimple Holdings, Inc. 2016 Equity Incentive Plan, as amended, restated or otherwise modified from time to time (the “Plan”).

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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • July 9th, 2021 • EverCommerce Inc. • Services-prepackaged software • Delaware
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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • July 9th, 2021 • EverCommerce Inc. • Services-prepackaged software • Delaware

This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 30, 2021, by and among (i) EverCommerce Inc., a Delaware corporation (the “Issuer”); (ii) Providence Strategic Growth II L.P., a Delaware limited partnership (“PSG II”); (iii) Providence Strategic Growth II-A L.P., a Delaware limited partnership (“PSG II-A”); (iv) Providence Strategic Growth III L.P., a Delaware limited partnership (“PSG III”); (v) Providence Strategic Growth III-A L.P., a Delaware limited partnership (“PSG III-A”); (vi) PSG PS Co-Investors L.P., a Delaware limited partnership (“Co-Invest Vehicle”, and together with PSG II, PSG II-A, PSG III and PSG III-A and any of their respective Permitted Sponsor Transferees who hold Shares as of the applicable time, the “PEP Stockholders” and each a “PEP Stockholder”); (vii) SLA CM Eclipse Holdings, L.P., a Delaware limited partnership (“SL Holdings”); (viii) SLA Eclipse Co-Invest, L.

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GUARANTEE AGREEMENT dated as of July 6, 2021 among EVERCOMMERCE INTERMEDIATE INC., EVERCOMMERCE SOLUTIONS INC., THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and ROYAL BANK OF CANADA, as Administrative Agent
Guarantee Agreement • July 9th, 2021 • EverCommerce Inc. • Services-prepackaged software • New York

GUARANTEE AGREEMENT, dated as of July 6, 2021 (this “Agreement”), among EVERCOMMERCE INTERMEDIATE INC., a Delaware corporation (“Holdings”), EVERCOMMERCE SOLUTIONS INC., a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS identified herein and ROYAL BANK OF CANADA, as Administrative Agent, on behalf of itself and the other Guaranteed Parties.

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Contract
EverCommerce Inc. • May 28th, 2021 • Services-prepackaged software • New York

first incremental FACILITY AMENDMENT, dated as of September 23, 2020 (this “Amendment”), to the Credit Agreement (as defined below) among PaySimple Intermediate, Inc., a Delaware corporation (“Holdings”), PaySimple, Inc., a Delaware corporation (“Borrower”), the Additional Delayed Draw Term Lenders (as defined below) party hereto and KKR Loan Administration Services LLC, as administrative agent (in such capacity, the “Administrative Agent”).

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OFFICE LEASE by and between BCSP RINO Property a Delaware limited liability company as Landlord and PaySimple, Inc., a Delaware corporation d/b/a EverCommerce as Tenant The HUB | RiNo Station
Office Lease • May 28th, 2021 • EverCommerce Inc. • Services-prepackaged software
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EVERCOMMERCE INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • June 23rd, 2021 • EverCommerce Inc. • Services-prepackaged software • Delaware
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 28th, 2021 • EverCommerce Inc. • Services-prepackaged software • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 7, 2021, is entered into by and among EverCommerce, Inc. (f/k/a PaySimple Holdings, Inc.), a Delaware corporation (the “Company”), the other signatories to this Agreement whose names are on the signature pages hereto, and all other Persons that, from time to time, hereafter become signatories hereto (collectively, the “Holders”).

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AMENDMENT NO. 1, dated as of November 23, 2021 (this “Amendment”), to the Credit Agreement dated as of July 6, 2021 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among EVERCOMMERCE...
Agreement • November 23rd, 2021 • EverCommerce Inc. • Services-prepackaged software • New York

CREDIT AGREEMENT, dated as of July 6, 2021 (as amended by Amendment No. 1 dated as of November 23, 2021, this “Agreement”), among EVERCOMMERCE INTERMEDIATE INC., a Delaware corporation (“Holdings”), EVERCOMMERCE SOLUTIONS INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, and ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent and an Issuing Bank.

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SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Joinder Agreement • May 28th, 2021 • EverCommerce Inc. • Services-prepackaged software • Delaware

This SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT is entered into as of May 7, 2021 (the “Effective Date”), by and among (i) EverCommerce, Inc. (f/k/a PaySimple Holdings, Inc.), a Delaware corporation (the “Company”); (ii) Providence Strategic Growth II L.P., a Delaware limited partnership (“PSG II”); (iii) Providence Strategic Growth II-A L.P., a Delaware limited partnership (“PSG II-A”); (iv) Providence Strategic Growth III L.P., a Delaware limited partnership (“PSG III”); (v) Providence Strategic Growth III-A L.P., a Delaware limited partnership (“PSG III-A”); (vi) PSG PS Co-Investors L.P., a Delaware limited partnership (“Co-Invest Vehicle”, and together with PSG II, PSG II-A, PSG III and PSG III-A, and together with any of their Permitted Transferees who hold Shares at the applicable time, the “PEP Stockholders” and each a “PEP Stockholder”); (v) each of the other Persons listed as “Rollover Stockholders” on the Schedule of Stockholders as of the date hereof; (vi) SLA CM Ec

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