Amendment No. 11 to First Lien Credit Agreement, dated as of December 9, 2022, by among Focus LLC, as borrower and Bank of America, N.A., as revolver administrative agent

Exhibit 10.19

AMENDMENT NO. 11 TO FIRST LIEN CREDIT AGREEMENT

AMENDMENT NO. 11 under the First Lien Credit Agreement referred to below, dated as of December 9, 2022 (this “Amendment”), among FOCUS FINANCIAL PARTNERS, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”) and the Revolver Administrative Agent (as defined below).

RECITALS

WHEREAS, the Borrower is party to that certain First Lien Credit Agreement, dated as of July 3, 2017 (as amended by Amendment No. 1, dated as of January 17, 2018, Amendment No. 2, dated as of March 2, 2018, Amendment No. 3, dated as of April 2, 2018, Amendment No. 4, dated as of June 29, 2018, Amendment No. 5, dated as of July 26, 2019, Amendment No. 6, dated as of January 27, 2020, Amendment No. 7, dated as of January 25, 2021, Amendment No. 8, dated as of July 1, 2021, Amendment No. 9, dated as of April 13, 2022, Amendment No. 10, dated as of November 28, 2022 and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among the Borrower, the lenders or other financial institutions or entities from time to time party thereto and Bank of America, N.A., as revolver administrative agent (in such capacity, the “Revolver Administrative Agent”); and

WHEREAS, pursuant to Section 13.1 of the Credit Agreement, the Borrower and the Revolver Administrative Agent desire to amend the Credit Agreement to effect an administrative change of a technical or immaterial nature with respect to SOFR Non-Standard Interest Periods for Term SOFR Revolving Credit Loans.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“SOFR Interpolated Rate” means, for any SOFR Non-Standard Interest Period, the rate per annum determined by the Term Administrative Agent (which determination shall be presumed correct absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Term SOFR for the longest term for which the Term SOFR is available that is shorter than such SOFR Non-Standard Interest Period and (b) the Term SOFR for the shortest term for which the Term SOFR is available that exceeds such SOFR Non-Standard Interest Period for such shortest term, in each case, at such time; provided that when determining the SOFR Interpolated Rate for a SOFR Non-Standard Interest Period which is less than one (1) month, the SOFR Interpolated Rate shall be the Term SOFR for Term SOFR Term Loans with an Interest Period of one (1) month; provided, further, that if the SOFR Interpolated Rate determined in accordance with the foregoing provisions of this definition would otherwise be less than (w) with respect to the Tranche B-4 Term Loans, 0.50%, the SOFR Interpolated Rate shall be deemed 0.50%, (x) with respect to the Tranche B-5 Term Loans, 0.50%, the SOFR Interpolated Rate shall

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be deemed 0.50% and (y) with respect to the Tranche A Term Loans, 0.50%, the SOFR Interpolated Rate shall be deemed 0.50%, in each case for all purposes of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

FOCUS FINANCIAL PARTNERS, LLC

By:

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Name: James Shanahan

Title: Chief Financial Officer

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BANK OF AMERICA,
as Revolver Administrative Agent

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By:

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Name: Henry Pennell

Title: Vice President