EX-10.7





 Exhibit 10.7 

EXECUTION VERSION 

AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT 

AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2019, among Bluefin Holding,
LLC, a Delaware limited liability company (the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, the other Guarantors party hereto, the Lenders party
hereto and Antares Capital LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity,
together with its successors and assigns, the “Collateral Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Borrower. Holdings, the other Guarantors from time to time party thereto, the Administrative Agent, the Collateral Agent and the
Lenders from time to time party thereto are parties to that certain First Lien Credit Agreement, dated as of September 6, 2019 (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit
Agreement”); and 
 WHEREAS, the Credit Parties have requested that the Administrative Agent and Lenders amend certain provisions
of the Credit Agreement, and, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Lenders signatory hereto, which constitute the Required Lenders, are willing to do so, on the terms set forth herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows: 
 SECTION 1. Defined Terms; References.  

(a)    Unless otherwise specifically defined herein, each capitalized term used herein (including the preamble
hereto) that is not defined in this Amendment has the meaning assigned to such term in the Credit Agreement. 

(b)    Each reference to “hereof”, “hereunder”, “herein” and “hereby” and
each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. 

SECTION 2. Amendments. Each of the parties hereto agrees that, effective on the Amendment Effective Date (as
defined below), the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken
text) and to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the
Credit Agreement attached as Annex I hereto. 












 SECTION 3. Effectiveness. This Amendment shall
become effective upon the execution and delivery of this Amendment to the Administrative Agent by the Borrower, Holdings, each other Guarantor, the Administrative Agent and Lenders constituting the Required Lenders. 

SECTION 4. No Modification. Except as expressly stated herein, the Lenders, the Collateral Agent and
the Administrative Agent reserve all rights, privileges and remedies under the Loan Documents. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in
the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document. 

SECTION 5. Governing Law, Etc. This Amendment shall be construed in accordance with and governed by
the law of the State of New York. Sections 10.07, 10.09(b), 10.09(c), 10.09(d), 10.10 and 10.11 are hereby incorporated by reference as if set forth herein mutatis mutandis. 

SECTION 6. Counterparts. This Amendment may be signed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.. Delivery of an executed counterpart of
a signature page of this Amendment by telecopier or other electronic transmission (PDF or TIFF format) shall be effective as delivery of a manually executed counterpart of this Amendment. 

[signatures follow on next page] 

  
 2 













 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written. 
  

			
	 BLUEFIN INTERMEDIATE HOLDINGS, LLC, as Holdings and a Guarantor

		
	By:	 	/s/ Reinaldo Acosta
		 	Name: Reinaldo Acosta
		 	Title: Chief Executive Officer
	
	 BLUEFIN HOLDING, LLC, as the Borrower

		
	By:	 	/s/ Reinaldo Acosta
		 	Name: Reinaldo Acosta
		 	Title: Chief Executive Officer
	
	 BLACK MOUNTAIN SYSTEMS, LLC, as a Guarantor

		
	By:	 	/s/ Reinaldo Acosta
		 	Name: Reinaldo Acosta
		 	Title: Chief Executive Officer
	
	 LITHEO, LLC, as a Guarantor

		
	By:	 	/s/ Reinaldo Acosta
		 	Name: Reinaldo Acosta
		 	Title: Chief Executive Officer



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 MARIANA SYSTEMS, LLC, as a Guarantor

		
	By:	 	/s/ Reinaldo Acosta
		 	Name: Reinaldo Acosta
		 	Title: Chief Executive Officer
	
	 VERTICE TECHNOLOGIES, LLC, as a Guarantor

		
	By:	 	/s/ Reinaldo Acosta
		 	Name: Reinaldo Acosta
		 	Title: Chief Executive Officer



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 ANTARES CAPITAL LP, as Administrative Agent and Collateral Agent

		
	By:	 	/s/ Scott Garlinghouse
		 	Name: Scott Garlinghouse
		 	Title: Duly Authorized Signatory



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 ANTARES HOLDINGS LP, as a Lender

		
	 By:
	 	 Antares Holding GP Inc., its general partner

		
	By:	 	/s/ Mark Jarosz
		 	Name: Mark Jarosz
		 	Title: Duly Authorized Signatory



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 JFIN ASSET MANAGEMENT LLC, as a Lender

		
	By:	 	/s/ John Liguori
		 	Name: John Liguori
		 	Title: Managing Director
	
	 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, as a Lender

		
	By:	 	JFIN Asset Management LLC, as Investment Manager
		
	By:	 	/s/ John Liguori
		 	Name: John Liguori
		 	Title: Managing Director
	
	 JFIN Fund III LLC, as a Lender

		
	By:	 	/s/ John Liguori
		 	Name: John Liguori
		 	Title: Managing Director



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 MIDLAND NATIONAL LIFE INSURANCE COMPANY, as a Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC
		
		 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact
	
	 NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE, as a Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC
		
	By:	 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact
	
	 GUGGENHEIM CREDIT INCOME FUND, as a Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC, as Advisor
		
	By:	 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact
	
	 SUNWISE CLO, LLC, as a Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC, as Collateral Manager
		
	By:	 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 HOBSON CAPITAL, LLC, as a Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC, as Collateral Manager
		
	By:	 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact
	
	 GUGGENHEIM MM CLO 2018-1, LTD., as a
Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC, as Collateral Manager
		
	By:	 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact
	
	 KIM GLOBAL KPI GUGGENHEIM PROFESSIONAL PRIVATE TRUST, as a Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC, as Advisor
		
	By:	 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 KIM GLOBAL KPS GUGGENHEIM PROFESSIONAL PRIVATE TRUST, as a Lender

		
	By:	 	Guggenheim Partners Investment Management, LLC, as Advisor
		
	By:	 	/s/ Kevin Robinson
		 	Name: Kevin Robinson
		 	Title: Attorney-in-Fact



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 NEW MOUNTAIN GUARDIAN III SPV, L.L.C., as a Lender

		
	By:	 	/s/ James W. Stone
		 	Name: James W. Stone
		 	Title: Authorized Person



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 
			
	 NEW MOUNTAIN FINANCE DB, L.L.C., as a wholly-owned subsidiary of New Mountain Finance
Corporation, as a Lender

		
	By:	 	/s/ James W. Stone
		 	Name: James W. Stone
		 	Title: Managing Director, Authorized Person



  
 [Signature Page to
Amendment No. 1 to First Lien Credit Agreement (Bluefin)] 













 ANNEX I 

AMENDMENT TO FIRST LIEN CREDIT AGREEMENT 

[Changed pages to First Lien Credit Agreement follow] 













							
	 Section 2.24
	 	 Designation of Borrowers
	  	 	143	 
	 Section 2.25
	 	 AHYDO Prepayment
	  	 	144	 
	 Section 2.26
	 	 Illegality
	  	 	145	 
	
	 ARTICLE III

REPRESENTATIONS AND WARRANTIES
	 
	 Section 3.01
	 	 Organization; Powers
	  	 	146	 
	 Section 3.02
	 	 Authorization; Enforceability
	  	 	146	 
	 Section 3.03
	 	 No Conflicts
	  	 	146	 
	 Section 3.04
	 	 Financial Statements; Projections
	  	 	146	 
	 Section 3.05
	 	 Properties
	  	 	147	 
	 Section 3.06
	 	 Intellectual Property
	  	 	147	 
	 Section 3.07
	 	 Equity Interests and Restricted Subsidiaries
	  	 	147	 
	 Section 3.08
	 	 Litigation
	  	 	148	 
	 Section 3.09
	 	 Federal Reserve Regulations
	  	 	148	 
	 Section 3.10
	 	 Investment Company Act
	  	 	148	 
	 Section 3.11
	 	 Reserved
	  	 	148	 
	 Section 3.12
	 	 Taxes
	  	 	148	 
	 Section 3.13
	 	 No Material Misstatements
	  	 	148	 
	 Section 3.14
	 	 Reserved
	  	 	149	 
	 Section 3.15
	 	 Solvency
	  	 	149	 
	 Section 3.16
	 	 Employee Benefit Plans
	  	 	149	 
	 Section 3.17
	 	 Environmental Matters
	  	 	150	 
	 Section 3.18
	 	 Security Documents
	  	 	151	 
	 Section 3.19
	 	 Anti-Terrorism Laws
	  	 	151	 
	 Section 3.20
	 	 Sanctions
	  	 	151	 
	 Section 3.21
	 	 Anti-Corruption Laws
	  	 	151	 
	 Section 3.22
	 	 Compliance with Law
	  	 	152	 
	
	 ARTICLE IV

CONDITIONS
	 
	 Section 4.01
	 	 Conditions to Initial Credit Extension
	  	 	152	 
	 Section 4.02
	 	 Conditions to All Credit Extensions
	  	 	155	 
	
	 ARTICLE V

AFFIRMATIVE COVENANTS
	 
	 Section 5.01
	 	 Financial Statements, Reports, etc
	  	 	156	 
	 Section 5.02
	 	 Litigation and Other Notices
	  	 	158	 
	 Section 5.03
	 	 Existence; Properties; Organizational Documents
	  	 	158159	 
	 Section 5.04
	 	 Insurance
	  	 	159	 
	 Section 5.05
	 	 Taxes
	  	 	160	 
	 Section 5.06
	 	 Reserved
	  	 	160	 
	 Section 5.07
	 	 Maintaining Records; Access to Properties and Inspections
	  	 	160	 
	 Section 5.08
	 	 Use of Proceeds
	  	 	160	 













 FIRST LIEN CREDIT AGREEMENT 

This FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of September 6, 2019, is made among Bluefin
Holding, LLC, a Delaware limited liability company (“Bluefin Holding” and the “Borrower”), Bluefin Intermediate Holdings, LLC, a Delaware
corporationlimited
liability company (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it
in Article I) party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, Antares Capital LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the
“Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). 

WITNESSETH: 
 WHEREAS,
prior to the date hereof, pursuant to that certain Amended and Restated Securities Purchase and Merger Agreement, dated as of July 1, 2019 (together with the exhibits, schedules and disclosure letters thereto, collectively, as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Bluefin Acquisition Agreement”), by and among, inter alios, Bluefin Topco, LLC (formerly known as BMS Holdings, LLC), a Delaware limited
liability company (“Topco”) and certain Affiliates of Sponsor identified therein, such Affiliates of Sponsor have, through one or more steps, consummated the acquisition of Topco (the “Bluefin Acquisition”). 

WHEREAS, on the Closing Date, pursuant to that certain Securities Purchase and Exchange Agreement, dated as of July 29, 2019 (together
with the exhibits, schedules and disclosure letters thereto, collectively, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Closing Date Acquisition Agreement”), by and among,
inter alios, Topco and Vertice Technologies, LLC, a Florida limited liability company (“Vertice”), Topco shall, through one or more steps, consummate the acquisition of Vertice (the “Closing Date
Acquisition”). 
 WHEREAS, the proceeds of the Loans issued hereunder are intended to be used in part to make a distribution on the
Closing Date to Topco in an amount not exceeding $142,000,000 (the “Closing Date Distribution”). 
 WHEREAS, on the Closing
Date, the Borrower has requested that (a) the Term Loan Lenders extend credit in the form of Term Loans in an aggregate principal amount equal to $165,000,000 to fund the Closing Date Acquisition, to make the Closing Date Distribution, to pay
fees, costs and expenses in connection therewith, to cash collateralize any existing letters of credit, to fund working capital needs and for other general corporate purposes and (b) the Revolving Lenders extend Revolving Loans at any time and
from time to time prior to the Revolving Maturity Date, in an aggregate principal amount not in excess of $25,000,000 (which shall include a letter of credit sub-facility of $5,000,000) (the “Revolving
Credit Facility”). 













																			
	 	  	 Ratio
	  	Eurodollar
Loans	 	 	ABR
Loans	 	 	  
	 	 	  
	 
	 I
	  	 > 5.00 to 1.00
	  	 	4.25	% 	 	 	3.003.25	% 	 	 	4.25	% 	 	 	0.50	% 
	 II
	  	 £ 5.00 to 1.00 and > 4.50 to
1.00
	  	 	4.00	% 	 	 	3.00	% 	 	 	4.00	% 	 	 	0.375	% 
	 III
	  	 £ 4.50 to 1.00
	  	 	4.00	% 	 	 	3.00	% 	 	 	4.00	% 	 	 	0.25	% 

 provided, that until a certified calculation of the First Lien Leverage Ratio is delivered for the
first fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.01(a) or (b), the Applicable Margin with respect to Term Loans, Revolving Loans and the LC Participation Fee and
the Commitment Fee shall be set at the margin in the row styled “Level I” in the applicable table. Except as set forth in the foregoing proviso, the Applicable Margin with respect to Term Loans, Revolving Loans, the LC Participation Fee
and the Commitment Fee shall be re-determined quarterly on the first Business Day of the month following the date of delivery to the Administrative Agent of a certified calculation of the First Lien Leverage
Ratio in accordance with Section 5.01(c); provided that if such certification is not provided in accordance with Section 5.01(c), the Applicable Margin with respect to Term Loans, Revolving
Loans, the LC Participation Fee and the Commitment Fee shall be set at the margin in the row styled “Level I” in the applicable table as of the first Business Day of the month following the date on which such certification was required to
be delivered in accordance with Section 5.01(c) until the date on which such certification is delivered (on which date, the Applicable Margin with respect to Term Loan, Revolving Loans, the LC Participation Fee and the
Commitment Fee shall be set at the margin based upon the calculations disclosed by such certification). 
 In the event that the certified
calculation of the First Lien Leverage Ratio previously delivered pursuant to Section 5.01(c) was inaccurate (and such inaccuracy is discovered while any Term Loans or Revolving Commitments are outstanding), and such
inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for the Term Loans, Revolving Loans, the LC Participation Fee or the Commitment Fee, as applicable, for any period (an “Applicable Period”)
than the Applicable Margin for Term Loans, Revolving Loans, the LC Participation Fee or the Commitment Fee, as applicable, applied for such Applicable Period, then, to the extent any Term Loans or Revolving Commitments are outstanding at such time,
(i) the Borrower shall as soon as practicable deliver to the Administrative Agent the correct certified calculation of the First Lien Leverage Ratio for such Applicable Period, (ii) the Applicable Margin for Term Loans, Revolving Loans,
the LC Participation Fee or the Commitment Fee, as applicable, shall be determined as if the Level for such higher Applicable Margin for Term Loans, Revolving Loans, the LC Participation Fee or 












 outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below, as applicable, shall be specified for each resulting Borrowing); 

(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be
a Business Day; 
 (iii)    whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and 
 (iv)    if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.” 

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be
deemed to have selected an Interest Period of one month’s duration. 
 Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 
 (c)
Automatic Conversion. If an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid or prepaid as provided
herein, at the end of such Interest Period such Borrowing shall be continued as a Eurodollar Borrowing with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is
continuing, the Administrative Agent or the Required Lenders may require, by notice to the Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing, and (ii) unless repaid or prepaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto. 
 Section 2.09
Amortization of Term Loan Borrowings. The Borrower shall pay to the Administrative Agent, for the ratable account of the Term Loan Lenders, on the last Business Day of each March, June, September and December, commencing with the last
Business Day of the fiscal quarter ending March 31, 2020
(each such date, a “Term Loan Repayment Date”), an amount equal to one quarter of one percent (0.25%) of the original principal amount of such Term Loans made on the Closing Date, as adjusted from time to time pursuant to
Section 2.10(h), as reduced by the principal amount of Loans contributed or assigned to Holdings or any of its Restricted Subsidiaries pursuant to Section 10.04(b)(vi) or (viii), and as
adjusted in connection with the making of any Incremental Term Loans pursuant to Section 2.20 hereof, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of
such payment. To the extent not previously paid, all Term Loans made on the Closing Date shall be due and payable by the Borrower on the Term Loan Maturity Date. 












 representation and warranty by the Borrower and each other Credit Party that on the date of such Credit
Extension (both immediately before and immediately after giving effect to such Credit Extension) the conditions contained in this Article IV have been satisfied or waived. 

ARTICLE V 
 AFFIRMATIVE
COVENANTS 
 The Borrower and the Subsidiary Guarantors (and Holdings with respect to Sections 5.01, 5.02, 5.03,
5.05, 5.06, 5.07, 5.10, 5.11, 5.13, and 5.14) warrant, covenant and agree with each Lender that at all times after the Closing Date, so long as this Agreement shall remain in effect and until the
Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations and
unasserted expense reimbursement obligations) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full (except to the extent cash collateralized in accordance with the terms of this
Agreement or to the extent backstopped with a back to back letter of credit in a manner reasonably acceptable to the applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the applicable Issuing Bank), the
Borrower and the Subsidiary Guarantors (and Holdings, with respect to Sections 5.01, 5.02, 5.03, 5.05, 5.06, 5.07, 5.10, 5.11, 5.13, and 5.14) will, and will cause each of their
respective Restricted Subsidiaries to: 
 Section 5.01 Financial Statements, Reports, etc. Furnish to the Administrative Agent for
distribution to each Lender: 
 (a) Annual Reports. Within
120 days after the last day of each fiscal year of Holdings commencing with the fiscal year ending December 31, 2020 (and 180 days after the last
day of the fiscal year of Holdings ending December 31,
2019), and
within 120 days after the last day of each subsequent fiscal year thereafter, a copy of the consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income and cash flows of Holdings and its
Restricted Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year (starting with the fiscal year ending December 31, 2021),
audited and accompanied in the case of the consolidated financial statements by an opinion of (i) an independent public accounting firm of recognized national standing selected by the Borrower or (ii) any other accounting firm reasonably
acceptable to the Administrative Agent (which opinion shall be unqualified as to scope, subject to the proviso below) to the effect that the consolidated financial statements have been prepared and present fairly, in all material respects, in
accordance with GAAP the consolidated financial condition of Holdings and its Restricted Subsidiaries as of the close of such fiscal year; provided that
(A) such financial statements shall not contain a
“going concern” qualification or statement, except to the extent that such a “going concern” qualification or statement (AI) is solely a consequence of any impending stated final maturity date
of any Indebtedness,
(BII
) relates to any actual or potential inability to satisfy the Financial Covenant or any other financial covenants under any other Indebtedness on a future date or in a future period or (CIII) related to the activities, operations, financial results, assets or liabilities of Unrestricted Subsidiaries; in each case, such financial statements shall be accompanied by a customary management
discussion and analysis (in form reasonably acceptable to the Administrative Agent) of the financial performance of Holdings and its Restricted 












 
Subsidiaries; and (B) the financial statements (and accompanying opinion) delivered pursuant to this clause (a) for the fiscal year of
Holdings ending December 31, 2019 shall be with respect to the period commencing on the Closing Date and ending on the last day of such fiscal year (or such longer period commencing prior to the Closing Date and ending on the last day of such fiscal
year); 
 (b) Quarterly Reports. Commencing with the first full fiscal
quarter ending after the Closing Date, within sixty (60) days after the last day of each fiscal quarter of each fiscal year of Holdings (other than the last fiscal quarter of any fiscal year of Holdings) (or ninety (90) days for each of
the first three fiscal quarters for which financial statements are required to be delivered pursuant to this clause (b)), a copy of the unaudited consolidated balance sheet of Holdings and its Restricted Subsidiaries as of the last day of such
fiscal quarter and the unaudited consolidated statements of income and cash flows of Holdings and its Restricted Subsidiaries for the fiscal quarter and for the fiscal
year-to-date period then ended, each in reasonable detail and showing in comparative form the figures for the corresponding date and period in the previous fiscal year
of Holdings (starting with the first full fiscal quarter commencing at least one year after the Closing Date for which financial statements are required to be delivered pursuant to this clause (b)), prepared by Holdings in accordance with GAAP
(subject to the absence of footnote disclosures and year-end audit adjustments) and certified on behalf of Holdings by a Financial Officer as prepared in accordance with GAAP (subject to the absence of
footnote disclosures and year-end audit adjustments) and fairly reflecting the financial condition and results of operations of Holdings and its Restricted Subsidiaries in all material respects; 

(c) Financial Officer’s Certificate. Concurrently with any delivery of financial statements under
Section 5.01(a) or (b), a Compliance Certificate (i) certifying on behalf of Holdings that, to its knowledge, no Event of Default has occurred and is continuing or, if any such known Event of Default has
occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; provided that, if such Compliance Certificate demonstrates that an Event of Default has
occurred and is continuing due to a failure to comply with any covenant under Section 6.08 that has not been cured prior to such time, the Borrower may deliver, to the extent and within the time period permitted by
Section 8.03, prior to, after or together with such Compliance Certificate, a Notice of Intent to Cure such Event of Default, (ii) setting forth the computation of the Total Leverage Ratio (whether or not the Financial
Covenant is then required to be tested) and First Lien Leverage Ratio and, (iii) setting forth, in the case of each Compliance Certificate delivered concurrently with any delivery of financial statements under Section 5.01(a) above, the Borrower’s
calculation of Excess Cash Flow starting with the first full fiscal year after the Closing Date; provided that, for the avoidance of doubt, no Compliance Certificate shall “bring down” any representations and warranties made herein
or in any other Loan Document; 
 (d) Budgets. Prior to the consummation of an IPO, commencing with the first full fiscal year commencing after the Closing Date, within 120 days after the beginning of each fiscal year (or within 180 days after the beginning of the fiscal year ending December 31, 2021), and within 120 days after the beginning of each subsequent fiscal year thereafter, an annual budget (on a quarterly
basis) infor
such fiscal year in the form customarily prepared with regard to Holdings and its Restricted Subsidiaries by Holdings; and 












 (e) Other Information. Promptly, from time to time, and upon the reasonable written
request of the Administrative Agent, other reasonably requested information of the Group Members regarding the operations, business affairs and financial condition (including information required under the Patriot Act or updates to the information
required under the Beneficial Ownership Certification); provided that nothing in this Section 5.01(e) shall require any Group Member to take any action that would violate any third party customary confidentiality
agreement (other than any such confidentiality agreement entered into in contemplation of this Agreement) with any Person that is not an Affiliate (and, in all events, so long as such confidentiality agreement does not relate to information
regarding the financial affairs of any Group Member or the compliance with the terms of any Loan Document) or waive any attorney-client or similar privilege or disclose any attorney work product or any item that constitutes non-registered Intellectual Property, non-financial trade secrets or non-financial proprietary information. 

Documents required to be delivered pursuant to Section 5.01(a) through Section 5.01(e) may be
(1) satisfied by delivery of the applicable financial statements or other information of any other direct or indirect parent of the Borrower (provided that, to the extent such information is provided with respect to a direct or indirect
parent of the Borrower other than Holdings, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the
information relating to Holdings and its Restricted Subsidiaries, on the other hand, (2) satisfied, as applicable, by the delivery of the Form 10-K, 10-Q, or 8-K of Holdings or any other direct or indirect parent of the Borrower, filed with the SEC, or (3) delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such
documents are sent via e-mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the
Administrative Agent and to which each Lender (other than any Lender not permitted to access such website in accordance the provisions hereof or of any other Loan Document) and the Administrative Agent have access or the date on which the Borrower
has posted such documents on its own website to which each Lender (other than any Lender not permitted to access such website in accordance the provisions hereof or of any other Loan Document) and the Administrative Agent have access and notified
the Administrative Agent of such posting. Notwithstanding anything contained herein, at the reasonable written request of the Administrative Agent, the Borrower shall thereafter promptly be required to provide paper copies of any documents required
to be delivered pursuant to Section 5.01. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining
its copies of such documents. If the delivery of any of the foregoing documents required under this Section 5.01 shall fall on a day that is not a Business Day, such deliverable shall be due on the next succeeding Business
Day. 












 the surviving person in the case of any merger or consolidation involving the Borrower, and such Subsidiary
Guarantor is the surviving person in the case of any merger or consolidation involving such Subsidiary Guarantor (other than mergers or consolidations involving the Borrower)), and (y) any Restricted Subsidiary (other than the Borrower) that is
not a Guarantor may merge or consolidate with or into any other Restricted Subsidiary (other than the Borrower) that is not a Guarantor; 

(d) a merger or consolidation pursuant to, and in accordance with, the definition of “Permitted Acquisition” to the extent necessary
to consummate such Permitted Acquisition; 
 (e) any Restricted Subsidiary (other than the Borrower, subject to clause
(f) below) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Material Adverse Effect; 

(f) the Borrower may merge or consolidate with another Borrower or any Borrower may dissolve, liquidate or wind up its affairs;
provided, that if Bluefin Holding is not the surviving person of any such merger or consolidation to which Bluefin Holding is a party, the surviving person of such merger or consolidation shall assume all of the rights and obligations of
Bluefin Holding hereunder and under the other Loan Documents in its role as the Borrower; provided, further, that any such merger or consolidation, as applicable, would not reasonably be expected to have a Material Adverse Effect; and

 (g) Permitted Reorganizations and IPO Reorganization Transactions. 

Section 6.05 Asset Sales. Sell, lease, assign, transfer or otherwise dispose of any property, except that the following shall be
permitted: 
 (a) (x) sales, transfers, leases, subleases and other dispositions of inventory in the ordinary course of business,
property no longer used or useful in the business or worn out, or obsolete, uneconomical, negligible or surplus property by any Group Member in the ordinary course of business, (y) the abandonment, allowance to lapse or other disposition of
Intellectual Property that is, in the reasonable business judgment of the Borrower, immaterial or no longer economically practicable to maintain or (z) sales, transfers, leases, subleases and other dispositions of property by any Group Member
(including Intellectual Property) that is, in the reasonable business judgment of the Borrower, immaterial or no longer used or useful in the business; 

(b) any sale, lease, assignment, transfer or disposition (other than a sale of all or substantially all of the assets of the Borrower and its
Restricted Subsidiaries); provided that (i) such sale, lease, assignment, transfer or disposition shall be for fair market value (as determined by the Borrower in good faith) and (ii) with respect to any aggregate consideration
received in respect thereof in excess of the greater of $4,500,000 and 15% of Consolidated EBITDA for the most recently ended Test period, at least 75% of the aggregate purchase price for all property subject to such sale, lease, assignment,
transfer or disposition, when taken together with all other such dispositions effected in reliance on this Section 6.05(b) since the Closing Date,
and/or shall 












 and this Agreement satisfies the requirements of sub-sections
(a) through (g) of Part I of PTE 84-14. 
 (b) The Administrative Agent and each of the Lead
Arrangers hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement,
(ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may
receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees,
agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 
 ARTICLE X 

MISCELLANEOUS 
 Section
10.01 Notices. 
 (a) Generally. Except in the case of notices and other communications expressly permitted to be given by
telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier or electronic mail as follows: 
 if to any Credit Party, to the Borrower at: 

Bluefin Holding, LLC 
 9350 S
Dixie Hwy 
 Suite 1420 

Miami, FL 33156 
 Attention:
Chief Financial Officer 
 Email: [***] 

with a copy (which shall not constitute notice) to: 

Vista Equity Partners Management, LLC 

Four Embarcadero Center, 20th Floor 

San Francisco, CA 94111 

Attention: [***] 
 Email: [***]













 if to the Administrative Agent at: 

Antares Capital LP 
 500 West
Monroe Street 
 Chicago, IL 60661 

Attention: [***] 
 Email: [***]

 with copy to: 
 Antares
Capital LP 
 500 West Monroe Street 

Chicago, IL 60661 
 Attention:
Legal Department, [***] 
 Email: [***] 

with copy to (which shall not constitute notice): 

White & Case LLP 
 1221
Avenue of the Americas 
 New York, NY 10020-1095 

Attention: [***] 
 Email: [***]

 if to the Administrative Agent in connection with Credit Extensions or payments made to the Administrative Agent: 

Antares Capital LP 
 500 West
Monroe Street 
 Chicago, IL 60661 

Attention: [***] 
 Email: [***]













 if to the Collateral Agent at: 

Antares Capital LP 
 500 West
Monroe Street 
 Chicago, IL 60661 

Attention: [***] 
 Email: [***]

 with copy to (which shall not constitute notice): 

White & Case LLP 
 1221
Avenue of the Americas 
 New York, NY 10020-1095 

Attention: [***] 
 Email: [***]

 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, they shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications to the extent provided in clause (b) below, shall be effective as provided in said clause (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may (subject to
Section 10.01(d)) be delivered or furnished by electronic communication (including electronic mail, FpML messaging, Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The
Administrative Agent, the Collateral Agent, the Issuing Banks or the Borrower may agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in
Section 10.01(d)); provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, notices or communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its electronic mail address as described in the foregoing clause (b) of notification that such notice or communication is available and identifying the website address
therefor. 
 (c) Change of Address, etc. Any party hereto may change its address or telecopier number or electronic mail address for
notices and other communications hereunder by written notice to the other parties hereto. 
 (d) Posting. Each Credit Party hereby
agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to