BlackLine, Inc. Common Stock, $0.01 par value per share Underwriting AgreementUnderwriting Agreement • October 17th, 2016 • Blackline, Inc. • Services-prepackaged software • New York
BlackLine, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ● ] additional shares (the “Optional Shares”) of Common Stock, $0.01 par value per share (“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”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG BLACKLINE, INC. SILVER LAKE SUMERU FUND, L.P. SILVER LAKE TECHNOLOGY INVESTORS SUMERU L.P. ICONIQ STRATEGIC PARTNERS, L.P. ICONIQ STRATEGIC PARTNERS-B, L.P. ICONIQ STRATEGIC...Registration Rights Agreement • October 17th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [●], 2016, by and among BlackLine, Inc., a Delaware corporation (“BlackLine”), (together with its successors, the “Company”), Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06. This Agreement amends and restates in its entirety the Registration Rights Agreement by and among Silver Lake Sumeru, Iconiq, each of the Other Stockholders party thereto and BlackLine, Inc., dated as of September 3, 2013 (the “Existing Registration Rights Agreement”).
FORM OF AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG SILVER LAKE SUMERU FUND, L.P. SILVER LAKE TECHNOLOGY INVESTORS SUMERU L.P. ICONIQ STRATEGIC PARTNERS, L.P. ICONIQ STRATEGIC PARTNERS-B, L.P. ICONIQ STRATEGIC PARTNERS CO- INVEST, L.P.,...Stockholders’ Agreement • October 17th, 2016 • Blackline, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [●], 2016, is made by and among Silver Lake Sumeru, Iconiq, Tucker, Spanicciati (each as defined below), each of the other Persons listed as “Other Stockholders” on the Schedule of Other Stockholders as of the date hereof and such other Persons (as defined below) who may become party to this agreement from time to time in accordance with the provisions herein (collectively, with Silver Lake Sumeru, Iconiq, Tucker and Spanicciati, the “Stockholders”), and BlackLine, Inc., a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the Stockholders’ Agreement by and among Silver Lake Sumeru, Iconiq, Tucker and Spanicciati and the other parties named therein dated as of September 3, 2013 (the “Existing Stockholders’ Agreement”).
