Execution Version
46,000,000 Shares
Alight, Inc.
Common Stock
($0.0001 Par Value)
UNDERWRITING AGREEMENT
March 1, 2023
J.P. Morgan Securities LLC
BofA Securities, Inc.
As Representatives of the
Several Underwriters
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Ladies and Gentlemen:
Certain stockholders named in Schedule I hereto (the “Selling Stockholders”) of Alight, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule II hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 46,000,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule II hereto. In addition, the Selling Stockholders propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an additional an aggregate of up to 6,900,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” For the avoidance of doubt, references herein to the Company shall also be deemed to include Foley Trasimene Acquisition Corp.
Alight, Inc. is a holding company, and its sole material asset is a controlling equity interest in Alight Holding Company, LLC, a Delaware limited liability company (the “Operating Company”). As the managing member of the Operating Company, Alight, Inc. operates and controls all of its business and affairs through the Operating Company and its subsidiaries.
In connection with the offering contemplated by this Agreement, the Common Stock to be sold by each Selling Stockholder (i) is currently held directly by such Selling Stockholder or (ii) will be issued by the Company to such Selling Stockholder upon exchange (the “Unit Exchange”) of limited liability company units in the Operating Company (“LLC Units”), held by such Selling Stockholder at a ratio of one LLC Unit for one share of Common Stock, pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of the Operating Company (the “Amended and
Restated Limited Liability Company Agreement”) dated July 2, 2021, by and among the Company, the Operating Company and the other parties named therein and the terms of the Exchange Agreement (the “Exchange Agreement”) dated July 2, 2021, by and among the Company, the Operating Company and the other parties named therein. The shares of Common Stock to be sold in the offering by the Selling Stockholders have been registered for resale pursuant to the Registration Statement (as defined below) in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement” and, together with this Agreement, the Amended and Restated Limited Liability Company Agreement and the Exchange Agreement, the “Transaction Documents”) dated July 2, 2021, among the Company and the other parties named therein.
As the Representatives, you have advised the Company that the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of Firm Shares set forth opposite their respective names on Schedule II hereto, plus their pro rata portion of the Option Shares set forth opposite their respective names on Schedule III hereto, if you elect to exercise the option in whole or in part from time to time for the accounts of the several Underwriters.
In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:
Each of the Company and the Operating Company jointly and severally represents and warrants to each of the Underwriters as follows:
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Each of the Selling Stockholders, severally (solely with respect to such Selling Stockholder) and not jointly, represents and warrants to, and agrees with, each of the Underwriters and the Company that:
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The Company covenants and agrees with the several Underwriters that:
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Each Selling Stockholder, severally (solely as to itself) and not jointly, agrees, through the completion of the offering contemplated by this Agreement:
Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following: (i) accounting fees of the Company; (ii) the fees and disbursements of counsel for the Company; (iii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters; (iv) any roadshow expenses; (v) the cost of printing and delivering to, or as reasonably requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectus, the Prospectus, this Agreement, the listing application, any Blue Sky survey, in each case, any supplements or amendments thereto; (vi) the filing fees of the Commission; (vii) the filing fees and expenses (including reasonable legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Shares in an amount not to exceed $40,000; (viii) the cost of printing certificates, if any, representing the Shares; (ix) the costs and charges of any transfer agent, registrar or depositary; and (x) the expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred in connection with the qualification of the Shares under foreign or state securities or blue sky laws and the preparation, printing and distribution of a blue sky memorandum (including the related reasonable fees and expenses of counsel for the Underwriters).
The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulation and state securities or blue sky laws) except that, if this Agreement shall not be consummated because the conditions in Section 8 hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant to Section 12 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, the Company shall reimburse the Underwriters severally through the Representatives for reasonable and documented out-of-pocket expenses, including reasonable fees and disbursements of counsel incurred in connection with investigating, marketing and proposing to market the Shares or in contemplation of performing their obligations hereunder.
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The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company, the Operating Company and the Selling Stockholders contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of any Selling Stockholder delivered pursuant to the provisions hereof, to the performance by the Company, the Operating Company and each of the Selling Stockholder of their respective covenants and other obligations hereunder, and to the following further conditions:
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The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Representatives and to Davis Polk & Wardwell LLP, counsel for the Underwriters.
If any of the conditions hereinabove provided for in this Section 8 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representatives by notifying the Company of such termination in writing at or prior to the Closing Date and any Option Closing Date, as the case may be.
In such event, the Company and the Underwriters shall not be under any obligation to each other (except to the extent provided in Sections 7 and 9 hereof).
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The Company, the Operating Company, the Selling Stockholders and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 9(e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 9(e) shall be deemed to include any reasonable legal or other expenses incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(e), (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Shares purchased by such Underwriter, (ii) no Selling Stockholder shall be required to contribute any amount in excess of its respective Selling Stockholder Proceeds, and (iii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this Section 9(e) to contribute are several in proportion to their respective underwriting obligations and not joint. For purposes of this Section 9, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each Affiliate, director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company, the Operating Company or any Selling Stockholder within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement, each director of the Company, the Operating Company or the
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Selling Stockholders and the managing member of the Operating Company shall have the same rights to contribution as the Company, the Operating Company and the Selling Stockholders, as applicable, subject in each case to the applicable terms and conditions of this paragraph (e).
If on the Closing Date or any Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Company or a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, as such Representatives, the Company and the Selling Stockholders as provided in this Section 10, (a) if the aggregate number of such Shares which remains unpurchased does not exceed 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Date or Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares
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which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of such Shares which remains unpurchased exceeds 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Date or Option Closing Date, as the case may be, the Selling Stockholders that represent a majority of the total Shares to be sold under this Agreement (including any Option Shares) or you, as the Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters, the Company, the Operating Company or of any Selling Stockholder except to the extent provided in Section 7 and Section 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding five business days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered or faxed and confirmed as follows, provided that in the case of each of the Platinum Falcon Selling Stockholder and the GIC Selling Stockholder, all communications will be in writing, sent by reputable international courier and email as follows: if to the Underwriters, to, J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk, fax: [*] and BofA Securities, Inc., One Bryant Park, New York, New York 10036, Email: [*], Attention: Syndicate Department with a copy to: Email: [*], Attention: ECM Legal, as well as a copy to Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attention: Derek Dostal, Esq., fax: [*]; if to the Company, to Alight Inc., 4 Overlook Point, Lincolnshire, Illinois 60069, Attention: Chief Legal Officer, Email: [*], with a copy to Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Joshua N. Korff, Esq. and Michael Kim, Esq., Fax: [*]; if to the Blackstone Selling Stockholders, to Blackstone Inc., Attention: General Counsel, 345 Park Avenue, New York, New York 10154, Fax: [*], with a copy to Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Joshua N. Korff, Esq. and Michael Kim, Esq., Fax: [*], if to the New Mountain Selling Stockholders to New Mountain Partners IV, L.P. 1633 Broadway, 48th Floor New York, New York 10019 Attention: Robert Mulcare (email: [*]) with a copy to Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, Attention: Patrick Naughton and Joseph Kaufman (email: [*]; [*]); if to the GIC Selling Stockholder to Jasmine Ventures Pte. Ltd., c/o GIC Special Investments Pte. Ltd., Attention: Alex Moskowitz, 168 Robinson Road, #37-01 Capital Tower, Singapore 068912, email: [*], with a copy to each of (a) GIC Special Investments Pte. Ltd., Attention: Alex Moskowitz, 280 Park Avenue, 9th Floor, New York, New York 10017 and (b) Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036, Attention: Mark E. Thierfelder, Esq., Jonathan Kim, Esq. and Stephen Pratt, Esq., fax: [*]; and if to the Platinum Falcon Selling Stockholder to Platinum Falcon B 2018 RSC Limited, Level 26, Al Khatem Tower, Abu Dhabi Global Market Square, Al Maryah Island, PO Box 25642, United Arab Emirates, Attention: The Directors, email: [*], with a copy (which shall not constitute notice) to: Cleary Gottlieb Steen & Hamilton LLP, Al Sila Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates, Attention: Gamal Abouali, email: [*].
This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to
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Option Shares) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change in or affecting the results of operations, business, assets, condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business; (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the General Disclosure Package or the Prospectus; (iii) suspension of trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange; (iv) the declaration of a banking moratorium by the United States or New York State and other jurisdictions as applicable authorities; (v) any downgrading in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (within the meaning of Rule 3(a)(62) under the Exchange Act) or any public announcement by any such organization that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (vii) the suspension of trading of the Company’s Common Stock by the New York Stock Exchange, the Commission or any other governmental authority; or (b) as provided in Sections 8 and 10 of this Agreement.
This Agreement has been and is made solely for the benefit of the Underwriters, the Company, the Operating Company, the Selling Stockholders and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign merely because of such purchase.
The Company, the Selling Stockholders and the Underwriters acknowledge and agree that the only information furnished or to be furnished by any Underwriter to the Company for inclusion in the Registration Statement, any Preliminary Prospectus, or the Prospectus consists of the concession figure appearing in the sixth paragraph under the caption “Underwriting” and the information contained in the first and second paragraphs under the caption “Underwriting—Price Stabilization, Short Positions” in the Prospectus.
The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Company, its directors, officers or controlling person thereof, or by or on behalf of the Operating Company, its directors, officers or controlling person thereof, and (c) delivery of and payment for the Shares under this Agreement.
The Company, the Operating Company and the Selling Stockholders acknowledge and agree that each Underwriter in providing investment banking services to the Company, the Operating Company and the Selling Stockholders in connection with the offering, including in acting pursuant to the terms of this Agreement, has acted and is acting as an independent contractor and not as a fiduciary and
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the Company, the Operating Company and the Selling Stockholders do not intend such Underwriter to act in any capacity other than as an independent contractor, including as a fiduciary or in any other position of higher trust. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Operating Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company, the Operating Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company, the Operating Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the Operating Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, the Operating Company or the Selling Stockholders. The Selling Stockholders further acknowledge and agree that, although the Underwriters may provide the Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Selling Stockholders to participate in the offering or sell any Shares at the purchase price per Share determined in the offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.
This Agreement constitutes the entire agreement of, and supersedes all prior agreements and understandings (whether written or oral) between, the Company, the Operating Company, the Selling Stockholders and the Underwriters, or any of them, with respect to the subject matter hereof. The section headings used herein are for convenience only and shall not affect the construction hereof. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes, and all parties hereto agree that neither this Agreement, nor any part thereof, shall be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.
No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
This Agreement and any claim, controversy or dispute relating to or arising from this Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the Specified Courts, and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.
The Underwriters on the one hand, and, the Company (on its own behalf and, to the extent permitted by law, on behalf of its stockholders), the Operating Company (on its own behalf and, to
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the extent permitted by law, on behalf of its unitholders) and the Selling Stockholders (on their own respective behalves) waive any right to trial by jury in any action, claim, suit or proceeding with respect to your engagement as underwriter or your role in connection herewith.
[Signature Pages Follow]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company, the Operating Company, the Selling Stockholders and the several Underwriters in accordance with its terms.
Very truly yours,
Alight, Inc.
By: /s/ John A. Mikowski
Name: John A. Mikowski
Title: Executive Vice President and Deputy General Counsel
Alight Holding Company, LLC
By: John A. Mikowski
Name: John A. Mikowski
Title: Executive Vice President and Deputy General Counsel
[Signature Page to Underwriting Agreement]
BX Tempo ML Holdco 1 L.P.
BX Tempo ML Holdco 2 L.P.
New Mountain Partners IV (AIV-E), L.P.
New Mountain Partners IV (AIV-E2), L.P.
Jasmine Ventures Pte. Ltd.
PLATINUM FALCON B 2018 RSC LIMITED
By: /s/ John A. Mikowski
Name: John A. Mikowski
Title: Attorney-in-fact
As Attorney‑in‑Fact acting on behalf of each of the Selling Stockholders named in Schedule I to this Agreement.
[Signature Page to Underwriting Agreement]
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
J.P. Morgan Securities LLC
By: /s/ Alex Smigelski
Name: Alex Smigelski
Title: Executive Director
BOFA SECURITIES, INC.
By: /s/ Magdalena Heinrich
Name: Magdalena Heinrich
Title: Managing Director
As Representatives of the several
Underwriters listed on Schedule II hereto
[Signature Page to Underwriting Agreement]
EXHIBIT A
FORM OF LOCK-UP AGREEMENT
March 1, 2023
Alight, Inc.
4 Overlook Point
Lincolnshire, Illinois 60069
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Representatives of the Several Underwriters
Ladies and Gentlemen:
The undersigned understands that J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Alight, Inc. (the “Company”), Alight Holding Company, LLC and the selling stockholders named in Schedule I to the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering by the Underwriters, including the Representatives, of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Public Offering”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Underwriting Agreement.
To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned agrees that, without the prior written consent of the Representatives, the undersigned will not, directly or indirectly, (i) offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Common Stock (including, without limitation, shares of Common Stock of the Company which may be deemed to be beneficially owned by the undersigned currently or hereafter in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), shares of Common Stock which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable for Common Stock) or enter into any Hedging Transaction (as defined below) relating to the Common Stock (each of the foregoing referred to as a “Disposition”), or (ii) publicly announce the intention to make such a Disposition during the period specified in the following paragraph (the “Lock-Up Period”). The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock.
Exh. A-1
The Lock-Up Period will commence on the date hereof and continue until, and include, the date that is 60 days after the date of the final prospectus relating to the Public Offering.
Notwithstanding anything otherwise to the contrary herein, the foregoing restrictions shall not be applicable to (A) transfers of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by will or intestacy upon death of the undersigned; (B) transfers of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or gifts; (C) distributions of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock to the undersigned’s stockholders, partners or members; (D) in connection with the exchange of LLC Units (as defined in the Underwriting Agreement) for shares of Common Stock; (E) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock to (x) a member or members of the undersigned’s immediate family (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or to a trust, the beneficiaries of which are exclusively the undersigned or a member or members of his or her immediate family or (y) a corporation, partnership, limited liability company or other entity that controls or is controlled by, or is under common control with, the undersigned, or is wholly owned by the undersigned and/or by members of the undersigned’s immediate family [and any entity directly or indirectly wholly owned by the Government of the Emirate of Abu Dhabi][1] [and any entity directly or indirectly wholly owned by the Ministry of Finance of the Government of Singapore][2]; (F) the transfer of Common Stock to the Company or Alight Holding Company, LLC, a Delaware limited liability company (the “Operating Company”), pursuant to the “cashless” exercise at expiration of options granted pursuant to any employee equity incentive plan of the Company outstanding at or prior to the Closing Date and referred to in the Registration Statement, the General Disclosure Package and the Prospectus (each, an “Incentive Plan”), provided that any filings required to be made with the Commission or other public announcement made regarding the same will indicate that such transactions relate to such “cashless” exercise of options; (G) transfers of Common Stock to the Company or the Operating Company in respect of tax withholding payments due upon the exercise at expiration of options or the vesting of restricted stock grants pursuant to any Incentive Plan, in each case made on a “cashless” basis, provided that any filings required to be made with the Commission or other public announcement made regarding the same will indicate that such transactions relate to such tax withholding payments; (H) [RESERVED][3][the transfer of Common Stock and/or LLC Units to charitable organization transferees or recipients (including any direct or indirect member or partner of the undersigned that receives such shares of Common Stock or LLC Units pursuant to a distribution in-kind to such member or partner and is subject to restrictions requiring such shares of Common Stock and/or LLC Units to be transferred only to charitable organizations pursuant to clause (B) above) in an aggregate amount, together with any such transfers pursuant to any substantially similar lock-up agreement with the Representatives, not to exceed 1.00% of the outstanding shares of Common Stock][4]; (I) [RESERVED][5][the pledge, hypothecation or other granting of a security interest in Common Stock or securities convertible into or exchangeable for shares of Common Stock to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Common Stock or such securities, providedthat the undersigned or the Company, as the case may be, shall provide the Representatives prior written notice informing them of any public filing, report or announcement with respect to such pledge, hypothecation or other grant of a security interest][6]; [and] (J) the entry into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act, [and (K)(i) transfers of Common Stock to the Underwriters pursuant to the Underwriting Agreement and (ii)
[1] [NTD: To be included in lock-up agreement for ADIA only.]
[2] [NTD: To be included in lock-up agreement for GIC only.]
[3] [NTD: To be included in lock-up agreement for D&Os]
[4] [NTD: To be included in lock-up agreements with parties to the Registration Rights Agreement.]
[5] [NTD: To be included in lock-up agreements for D&Os]
[6] [NTD: To be included in lock-up agreements for parties to the Registration Rights Agreement.]
Exh. A-2
the repurchase by the Company of the undersigned’s Common Stock as described in the prospectus related to the Public Offering][7], provided that, in the case of clause (J), (i) sales under any such trading plan may not occur during the Lock-Up Period, (ii) the entry into such trading plan is not required to be reported in any public report or filing with the Commission, (iii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such the entry into such trading plan (in the case of (ii) and (iii), other than general disclosure in Company periodic reports to the effect that Company officers may enter into such trading plans from time to time, but that no sales thereunder will occur within the Lock-Up Period), provided, further that, with respect to clauses (B), (C) and (E), it shall be a condition to the transfer that (i) the transferee, donee, distributee or trustee, as the case may be, execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Lock-Up Agreement, (ii) any such transfer shall not involve a disposition for value, other than with respect to any such transfer for which the transferor or distributor receives (a) equity interest of such transferee or (b) such transferee’s interests in the transferor, (iii) the undersigned does not voluntarily effect any public reports or filings regarding such reduction of beneficial ownership of shares of Common Stock, and (iv) if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares of Common Stock is required to be made during the Lock-Up Period (a) the undersigned shall provide the Representatives prior written notice informing them of such report or filing and (b) such report or filing shall disclose that such transferee, donee, distributee or trustee, as the case may be, agrees to be bound in writing by the restrictions set forth herein.
The undersigned agrees that in order to ensure compliance with this Lock-Up Agreement, the Company may cause the transfer agent for the Company to note stop transfer instructions with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder or beneficial owner.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
The Underwriters agree that if any Major Holder (as defined below) party to a lock-up agreement in connection with the Public Offering is in any way released from, or receives a waiver of, any of its obligations pursuant to such lock-up agreement (including by amendment to the lock-up agreement or otherwise) (a “Released Party”), the undersigned will be similarly and contemporaneously released or waived from its obligations hereunder (which for the avoidance of doubt will include a release or waiver of the same percent of shares of Common Stock as the percent of shares of Common Stock held by the Released Party that are subject to the release or waiver, with such percentage calculated by reference to the aggregate number of shares of Common Stock beneficially owned by the Released Party and persons or entities, if any, identified as associated with such Released Party in a footnote to the beneficial ownership table under the caption “Selling Stockholders” of the prospectus relating to the Public Offering). The Representatives shall provide at least three business days’ written notice to the Company prior to the effective date of any such release or waiver (such date, the “Release Date”), stating the percentage of shares held by such Released Party to be released, with the understanding that the Company shall use commercially reasonable efforts to notify the undersigned that the same percentage of shares held by the undersigned as is held by the Released Party shall be released from the restrictions set forth herein on the Release Date. For purposes of this Lock-Up Agreement, each of the following persons is a “Major Holder”: each officer and director of the Company and each “Investor,” as such term is defined in the Registration Rights Agreement.
[7] [NTD: To be included in lock-up agreements for selling stockholders.]
Exh. A-3
Notwithstanding anything herein to the contrary, if for any reason (i) the Underwriting Agreement does not become effective on or before March 31, 2023, (ii) the Underwriting Agreement shall be terminated prior to the Closing Date or (iii) the Company notifies the Representatives in writing, that the Company does not intend to proceed with the Public Offering, this Lock-Up Agreement shall automatically terminate and be of no further force or effect.
This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
This Lock-Up Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes, and all parties hereto agree that neither this Lock-Up Agreement, nor any part thereof, shall be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.
The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Common Stock and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to the undersigned in connection with the Public Offering, the Representatives and the other Underwriters are not making a recommendation to the undersigned to participate in the Public Offering, enter into this Lock-Up Agreement, or sell any shares of Common Stock at the price determined in the Public Offering, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation.
* * * * * *
Exh. A-4
EXHIBIT B
Form of Release or Waiver
Alight, Inc.
Public Offering of Common Stock
[Date]
[Name and Address of
Party Requesting Waiver]
Dear [Mr.][Ms.] [Name]:
This letter is being delivered to you in connection with the offering of [] shares of Class A common stock, $0.0001 par value per share (the “Common Stock”), of Alight, Inc. (the “Company”) by certain stockholders of the Company named in Schedule I (the “Selling Stockholders”) to the underwriting agreement, dated March 1, 2023, by and among the Company, Alight Holding Company, LLC, the Selling Stockholders and J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the several underwriters named on Schedule II thereto (the “Representatives”) and the lock-up agreement dated [], 2023 (the “Lock-up Agreement”), executed by you in connection with such offering, and your request for a [waiver][release] dated March 1, 2023, with respect to the number of shares of Common Stock set forth opposite your name on Schedule A hereto (the “Shares”).
The Representatives hereby agree to [waive][release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to the Shares, effective [●], 2023. [This letter will serve as notice to the Company of the impending [waiver][release].]
Except as expressly [waived][released] hereby, the Lock-up Agreement shall remain in full force and effect.
ANNEX A-1(a)
FORM of K&E OPINION AND NEGATIVE ASSURANCE LETTER
Ann. A-1(a)-1
ANNEX A-1(b)
FORM of K&E OPINION
Ann. A-1(b)-1
ANNEX A-2
FORM of principal legal officer opinion
Ann. A-2-1
ANNEX A-3
FORM OF OPINION OF SIMPSON THACHER & BARTLETT LLP
Ann. A-4(b)-14
ANNEX A-4(a)
FORM OF OPINION OF DECHERT LLP
Ann. A-4(b)-15
ANNEX A-4(b)
FORM of opinion of Allen & Gledhill LLP
Ann. A-4(b)-16
ANNEX A-5(a)
FORM OF OPINION OF Cleary Gottlieb Steen & Hamilton LLP
Ann. A-5(b)-1
ANNEX A-5(b)
FORM OF OPINION OF Morgan Lewis LLP
Ann. A-5(b)-2