Item 1.01. Entry into a Material Definitive Agreement.

On September 27, 2021, EngageSmart, Inc. (the "Borrower"), as borrower, entered into a Revolving Credit Agreement (the "Credit Agreement") with the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent") and the other parties party thereto.

The Credit Agreement is comprised of a $75.0 million revolving credit facility, $7.5 million of which may be comprised of a letter of credit facility. The Credit Agreement will mature on September 27, 2026. Proceeds of the borrowings under the Credit Agreement will be used for general corporate purposes.

Obligations under the Credit Agreement are guaranteed by the direct and indirect wholly-owned material domestic subsidiaries of the Borrower, subject to certain exceptions. The obligations are secured by a security interest in substantially all of the assets of the Borrower and its direct and indirect wholly-owned material domestic subsidiaries, subject to certain exceptions.

Borrowings under the Credit Agreement will bear interest at a rate equal to, at the Borrower's option, either (a) a LIBOR rate determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs or (b) a base rate determined by reference to the highest of (i) federal funds rate plus 0.50%, (ii) the prime rate quoted by the Wall Street Journal and (iii) the one month adjusted LIBOR plus 1.00%, in each case plus an applicable margin. In addition, the Credit Agreement requires the Borrower to pay a commitment fee in respect of unused revolving credit facility commitments of 0.25% per annum in respect of the unused commitments under the Credit Agreement.

The Credit Agreement contains certain customary events of default, including in the event of a change of control, and certain covenants and restrictions that limit the Borrower's and its subsidiaries' ability to, among other things, incur additional debt; create liens on certain assets; pay dividends on or make distributions in respect of their capital stock or make other restricted payments; consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets; and enter into certain transactions with their affiliates.

The Borrower is also subject to certain financial maintenance covenants under the Credit Agreement, which require the Borrower and its subsidiaries to not exceed certain specified total net leverage ratios at the end of each fiscal quarter.

If the Borrower fails to perform its obligations under these and other covenants, or should any event of default occur, the revolving credit facility commitments under the Credit Agreement may be terminated and any outstanding borrowings, together with accrued interest, under the Credit Agreement could be declared immediately due and payable.

The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits






                  Exhibit No.   Description

                  10.1            Revolving Credit Agreement

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