INDENTURE Dated as of May 1, 2017 Between TEMPO ACQUISITION, LLC, as the Issuer, and TEMPO ACQUISITION FINANCE CORP., as the Co-Issuer, and the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar...Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
INDENTURE, dated as of May 1, 2017, among Tempo Acquisition, LLC (the “Issuer”), Tempo Acquisition Finance Corp., (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 5 TO CREDIT...Credit Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of May 1, 2017, as amended by Amendment No. 1 on November 27, 2017, Amendment No. 2 on November 15, 2019, Amendment No. 3 on May 8, 2020, Amendment No. 4 on August 7, 2020 and Amendment No. 5 on August 7, 2020, among Tempo Intermediate Holding Company II, LLC, a Delaware limited liability company (“Initial Holdings”), Tempo Acquisition, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
INDENTURE Dated as of May 7, 2020 Between TEMPO ACQUISITION, LLC, as the Issuer, and TEMPO ACQUISITION FINANCE CORP., as the Co-Issuer, and the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar...Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
INDENTURE, dated as of May 7, 2020, among Tempo Acquisition, LLC (the “Issuer”), Tempo Acquisition Finance Corp., (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent and as Notes Collateral Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
removed (and not replaced) at such time as such Co-Investor ceases to hold more than 2% of the then outstanding Equity Securities; (ii) Blackstone’s designee has a majority of the votes of the Coordinate Committee; and (iii) Blackstone shall determine, from time to time, the procedures which govern the conduct of the Coordination Committee and shall at all times ultimately control the actions and decisions of the Coordination Committee.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of August 14, 2018, among Life Account, L.L.C., a Texas limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALIGHT HOLDING COMPANY, LLC Dated as of July 2, 2021Limited Liability Company Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Alight Holding Company, LLC (the “Company”), is made as of July 2, 2021 (the “Effective Date”) by and among Alight, Inc., a Delaware corporation (“Pubco”), as a Member and the Managing Member as of the date hereof, Alight Group, Inc., a Delaware corporation and wholly owned subsidiary of Pubco (the “Pubco Sub”), Alight Blocker 1 LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Blocker 1”), Alight Blocker 2 LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Blocker 2”), Alight Blocker 3 LP, a Delaware limited partnership and wholly owned subsidiary of Pubco (“Blocker 3”), Alight Blocker 4 [LLC/LP], a Delaware [limited liability company/limited partnership] and wholly owned subsidiary of Pubco (“Blocker 4”) and Alight Blocker 5 LP, a Delaware limited partnership and wholly owned subsidiary of Blocker 4 (“Blocker 5” and together with Bloc
TAX RECEIVABLE AGREEMENT among ALIGHT, INC. and THE PERSONS NAMED HEREIN Dated as of July 2, 2021Tax Receivable Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of July 2, 2021, among Alight, Inc., a Delaware corporation (the “Corporate Taxpayer”), Foley Trasimene Acquisition Corp., a Delaware corporation, (“SPAC”), Tempo Holding Company, LLC, a Delaware limited liability company (“OpCo”), the TRA Parties, the TRA Party Representative, and each of the other Persons from time to time that become a party to this TRA Agreement.
INVESTOR RIGHTS AGREEMENT DATED AS OF July 2, 2021 AMONG ALIGHT, INC. AND THE OTHER PARTIES HERETOInvestor Rights Agreement • July 12th, 2021 • Alight Group, Inc. • Blank checks • Delaware
This Investor Rights Agreement is entered into as of July 2, 2021 by and among Alight, Inc., a Delaware corporation (the “Company”), each of the Persons set forth on the signature pages hereto, as the Existing Investors and the Sponsor Investors as of the date hereof, and each of the other Persons from time to time party hereto.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of February 13, 2019, among Carlson Management Consulting, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
ContractFourth Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 29, 2019, by and among Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”). Tempo Acquisition Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 23, 2021, among Choice Health Insurance LLC, a South Carolina limited liability company, National Direct Marketing, LLC, a South Carolina limited liability company (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), subsidiaries of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Notes Collateral Agent, Transfer Agent, Registrar and Paying Agent.
ContractFirst Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 27, 2017, by and among Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), Tempo Acquisition Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
ContractSupplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 7, 2020, by and among Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), Tempo Acquisition Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of September 9, 2019, among Hornet Acquiror Sub, Inc., a Delaware corporation, Hornet H-M Holdings, Inc., a Delaware corporation, Hodges Mace Holdings, LLC, a Delaware limited liability company, Hodges-Mace, LLC, a Delaware limited liability company, SmartBen Holdco, Inc., a Delaware corporation, and SmartBen, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), subsidiaries of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • July 12th, 2021 • Alight Group, Inc. • Blank checks • New York
Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of June 21, 2021, among Choice Health Insurance LLC, a South Carolina limited liability company, National Direct Marketing, LLC, a South Carolina limited liability company (the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), subsidiaries of Tempo Acquisition, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
