EX-10.1


   

  Exhibit 10.1

  ENGAGESMART, INC.

  AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT 

  November 2, 2022

  This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is made, entered into and effective as of November 2, 2022, and amends that certain Registration Rights Agreement, dated as of September 22, 2021 (the “Registration Rights Agreement”), by and among EngageSmart, Inc., a Delaware corporation (the “Company”), and the Investors and Other Holders named therein (such Investors and Other Holders, each, a “Holder” and collectively, the “Holders”). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Registration Rights Agreement. 

  Whereas, the Company, the Investors and the Other Holders previously entered into that certain Registration Rights Agreement;

  Whereas, Section 10(a) of the Registration Rights Agreement provides that the Registration Rights Agreement generally may be amended, modified or waived only with the written consent of the Company and each of the Majority Investors; provided that no such amendment, modification or waiver that would (i) treat a specific Holder or group of Holders of Registrable Securities (i.e., Other Holders) in a manner materially and adversely different than any other Holder or group of Holders or (ii) materially and adversely change a specific right granted to such Holder or group by name, will be effective against such Holder or group of Holders without the consent of the holders of a majority of the Registrable Securities that are held by the group of Holders that is materially and adversely affected thereby (the “Holder Majority” and collectively with the Company and the Majority Investors, the “Required Parties”);

  Whereas, the undersigned parties constitute at least the Required Parties under the Registration Rights Agreement necessary to amend the Registration Rights Agreement; and

  Whereas, the Company and the undersigned Holders desire to amend the Registration Rights Agreement as set forth below.

  Now, Therefore, in consideration of the foregoing, the Company and the undersigned Holders hereby agree and acknowledge as follows:

  1.Amendments


  The Registration Rights Agreement is hereby amended such that each of the Holders listed below shall be (i) deemed a party to the Registration Rights Agreement as an “Other Holder” thereunder (in lieu of an “Investor”) for all purposes thereof and entitled to all of the rights incidental to Other Holders thereunder and (ii) fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement applicable to the Other Holders thereunder. For the avoidance of doubt, from and after the date hereof, no such Holder shall have any rights or obligations as an “Investor” under the Registration Rights Agreement, and as of the date hereof, (a) General Atlantic and Summit shall be the only Investors under the Registration Rights Agreement and (b) Stanley Evrard, Mathew Braley, Jason Baker, Kevin Moon and Renee Chenue shall each remain as an Other Holder under the Registration Rights Agreement, together with the below-listed Holders.

  1.Robert P. Bennett


  2.Robert P. Bennett 2019 Descendants’ Trust


  3.The Bennett Family 2020 Trust


  4.The Robert P. Bennett 2020 Grantor Retained Annuity Trust


  5.John Burgess


  6.John Morabito


  7.John Morabito 2019 Descendants’ Trust


  8.Maria Morabito


   

  

   

  9.Kelton Averyt 2019 Descendants’ Trust


  10.Quito Bella Family Trust


  11.Robert Lapides


  12.Robert Lapides 2019 Descendants’ Trust


  13.Robert Lapides 2019 Trust


  14.Howard Spector


  15.Howard Spector 2021 Irrevocable Trust


  16.Janet White 2021 Irrevocable Trust


  17.C. Thomas Allgood


  18.Nelson Blitz


  2.Miscellaneous.


  Except as specifically amended herein, the Registration Rights Agreement is hereby ratified and confirmed and shall remain in full force and effect in accordance with its terms. Each reference in the Registration Rights Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Registration Rights Agreement, as amended by this Amendment.

  The corporate law of the State of Delaware will govern all issues and questions concerning the relative rights of the Company and its equityholders.  All issues and questions concerning the construction, validity, interpretation and enforcement of this Amendment will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

  This Amendment may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together will constitute one and the same agreement.  This Amendment, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto, each other party hereto will re‐execute original forms thereof and deliver them to all other parties.  No party hereto will raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

   

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  In Witness Whereof, each undersigned has executed this Amendment as of the date first written above.

  
INVESTORS:

  GENERAL ATLANTIC (IC), L.P.

  By: General Atlantic (SPV) GP, LLC, its general partner

  By: General Atlantic, L.P., its sole member

  By: /s/ Kelly Pettit

  Name: Kelly Pettit

  Title: Managing Director

   

   

   

  

   

  SUMMIT PARTNERS GROWTH EQUITY 

  FUND VIII-A, L.P.

  By: Summit Partners GE VIII, L.P.

  Its: General Partner

  By: Summit Partners GE VIII, LLC

  Its: General Partner 

  By: /s/ Matthew Guy Hamilton

  Name: Matthew Guy-Hamilton

  Title: Managing Director

   

  SUMMIT PARTNERS GROWTH EQUITY 

  FUND VIII-B, L.P.

  By: Summit Partners GE VIII, L.P.

  Its: General Partner

  By: Summit Partners GE VIII, LLC

  Its: General Partner

  By: /s/ Matthew Guy-Hamilton

  Name: Matthew Guy-Hamilton

  Title: Managing Director

   

  SUMMIT PARTNERS ENTREPRENEUR 

  ADVISORS FUND L.P.

  By: Summit Partners Entrepreneur Advisors GP, LLC

  Its: General Partner

  By: Summit Master Company, LLC

  Its: Sole Member

  By: /s/ Matthew Guy-Hamilton

  Name: Matthew Guy-Hamilton

  Title: Managing Director

   

   

   

  

   

  SUMMIT INVESTORS I, LLC

  By: Summit Investors Management, LLC

  Its: Manager

  By: Summit Master Company, LLC

  Its: Manager

  By: /s/ Matthew Guy-Hamilton

  Name: Matthew Guy-Hamilton

  Title: Managing Director

     

  SUMMIT INVESTORS I (UK), L.P. 

  By: Summit Investors Management, LLC

  Its: General Partner

  By: Summit Master Company, LLC

  Its: Manager 

  By: /s/ Matthew Guy-Hamilton

  Name: Matthew Guy-Hamilton

  Title: Managing Director

   

   

   

  

   

  OTHER HOLDERS:

   

  Robert P. Bennett

  By: /s/ Robert P. Bennett

   

   

   

  

   

  Robert P. Bennett 2019

  Descendants’ Trust

  By: /s/ John Burgess

  Name: John Burgess

  Title:  Trustee

   

   

   

  

   

  The Bennett Family 2020 Trust

  By: /s/ John Burgess

  Name: John Burgess

  Title:   Trustee

   

   

   

  

   

  The Robert P. Bennett 2020 Grantor retained annuity trust

  By: /s/ Robert P. Bennett

  Name: Robert P. Bennett

  Title:   Trustee

   

   

   

  

   

  John Burgess

  By: /s/ John Burgess

   

   

   

  

   

  John Morabito 

  By: /s/ John Morabito

   

   

   

  

   

  John Morabito 2019

  Descendants’ trust

  By: /s/ John Termini

  Name: John Termini

  Title:  Trustee

   

   

   

  

   

  Maria Morabito 

  By: /s/ Maria Morabito

   

   

   

  

   

  Kelton Averyt 2019

  Descendants’ trust

  By: /s/ Aaron Hall

  Name: Aaron Hall

  Title:  Trustee

   

   

   

  

   

  quito bella family trust

  By: /s/ Kelton Averyt

  Name: Kelton Averyt

  Title:  Trustee

   

   

   

  

   

  Robert Lapides

  By: /s/ Robert Lapides

   

   

   

  

   

  Robert Lapides 2019

  Descendants’ trust

  By: /s/ John Callahan

  Name: John Callahan

  Title:  Trustee

   

   

   

  

   

  Robert Lapides 2019 Trust

  By: /s/ Robert Lapides

  Name: Robert Lapides

  Title:  Trustee

   

   

   

  

   

  Howard Spector

  By: /s/ Howard Spector

   

   

   

  

   

  Howard Spector 2021

  Irrevocable trust

  By: /s/ Janet White

  Name: Janet White

  Title:  Trustee

   

   

   

  

   

  Janet White 2021

  Irrevocable trust

  By: /s/ Howard Spector

  Name: Howard Spector

  Title:  Trustee

   

   

   

  

   

  C. THOMAS ALLGOOD

  By: /s/ C. Thomas Allgood

   

   

   

  

   

  nelson Blitz 

  By: /s/ Nelson Blitz

   

   

   

  

   

  STANLEY EVRARD

  By: /s/ Stanley Evrard

   

   

   

  

   

  JASON BAKER 

  By: /s/ Jason Baker

   

   

   

  

   

  RENEE CHENUE

  By: /s/ Renee Chenue

   

   

   

  

   

  Acknowledged and Agreed:

  ENGAGESMART, INC.

   

  By:/s/ Robert P. Bennett

  Name: Robert P. Bennett                        

  Title:  Chief Executive Officer