QUOTIENT TECHNOLOGY INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 17, 2017 1.75% Convertible Senior Notes due 2022Indenture • November 17th, 2017 • Quotient Technology Inc. • Services-advertising • New York
INDENTURE, dated as of November 17, 2017, between QUOTIENT TECHNOLOGY INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Coupons.com Incorporated Common Stock, par value $0.00001 per share Underwriting AgreementUnderwriting Agreement • February 25th, 2014 • COUPONS.com Inc • Services-advertising • New York
Coupons.com Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares and, at the election of the Underwriters, up to additional shares of Common Stock, par value $0.00001 per share (“Stock”) of the Company. The aggregate of shares of Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of additional shares of Stock to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AGREEMENT AND PLAN OF MERGER by and among CB NEPTUNE HOLDINGS, LLC NRS MERGER SUB INC. and QUOTIENT TECHNOLOGY INC. Dated as of June 20, 2023Agreement and Plan of Merger • June 20th, 2023 • Quotient Technology Inc. • Services-advertising • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 20, 2023, by and among CB Neptune Holdings, LLC, a Delaware limited liability company (“Parent”), NRS Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Quotient Technology Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • November 8th, 2016 • Quotient Technology Inc. • Services-advertising • California
Quotient Technology Inc. (f/k/a Coupons.com Incorporated) (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Quotient Technology Inc. 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable purs
OFFICE LEASE MOUNTAIN VIEW TECHNOLOGY PARK BP MV TECHNOLOGY PARK LLC, a Delaware limited liability company as Landlord, and COUPONS.COM INCORPORATED, a Delaware corporation, as Tenant.Office Lease • January 31st, 2014 • COUPONS.com Inc • Services-advertising • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BP MV TECHNOLOGY PARK LLC, a Delaware limited liability company (“Landlord”) and COUPONS.COM INCORPORATED, a Delaware corporation (“Tenant”).
QUOTIENT TECHNOLOGY INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • November 8th, 2016 • Quotient Technology Inc. • Services-advertising • California
Quotient Technology Inc. (f/k/a Coupons.com Incorporated) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Quotient Technology Inc. 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the A
OFFICE LEASE BY AND BETWEEN DW CAL 301 HOWARD, LLC, a Delaware limited liability company, As Landlord And QUOTIENT TECHNOLOGY INC., a Delaware corporation, as Tenant For Leased Premises at Suite 1300Office Lease • March 2nd, 2020 • Quotient Technology Inc. • Services-advertising • Delaware
THIS OFFICE LEASE (“Lease”) is entered and dated for reference purposes only as of February 12, 2020, by and between DW CAL 301 HOWARD, LLC, a Delaware limited liability company (“Landlord”) and QUOTIENT TECHNOLOGY INC., a Delaware corporation (“Tenant”).
QUOTIENT TECHNOLOGY INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 5th, 2022 • Quotient Technology Inc. • Services-advertising
This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Matthew Krepsik (“Executive”) and Quotient Technology Inc. (the “Company”), effective as of May 1, 2022 (the “Effective Date”). This Agreement supersedes and replaces the Change of Control Severance Agreement between Executive and Company effective as of April 26, 2021 (the “2021 Agreement”).
QUOTIENT TECHNOLOGY INC. $175,000,000 1.75% CONVERTIBLE SENIOR NOTES DUE 2022 PURCHASE AGREEMENTQuotient Technology Inc. • November 17th, 2017 • Services-advertising • New York
TAX BENEFITS PRESERVATION PLAN Quotient Technology Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent Dated as of November 11, 2021Tax Benefits Preservation Plan • November 12th, 2021 • Quotient Technology Inc. • Services-advertising • Delaware
This TAX BENEFITS PRESERVATION PLAN, dated as of November 11, 2021 (this “Agreement”), is made by and between Quotient Technology Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).
CREDIT AND SECURITY AGREEMENT by and among COUPONS.COM INCORPORATED, as Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender Dated as of September 30, 2013Credit and Security Agreement • January 31st, 2014 • COUPONS.com Inc • Services-advertising • California
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), is entered into as of September 30, 2013, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and COUPONS.COM INCORPORATED, a Delaware corporation (“Borrower”).
COOPERATION AGREEMENTCooperation Agreement • June 6th, 2023 • Quotient Technology Inc. • Services-advertising • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2023, by and among Quotient Technology Inc., a Delaware corporation (the “Company”) and the persons set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity, as applicable, including each member thereof acting individually). The Company and the Engaged Group are each herein referred to as a “Party” and collectively, the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 12 below.
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • January 31st, 2014 • COUPONS.com Inc • Services-advertising • California
This Patent and Trademark Security Agreement (the “Agreement”), dated as of September 30, 2013, is made by and between Coupons.com Incorporated, a Delaware corporation (the “Company”), having a business location at the address set forth below next to its signature, and Wells Fargo Bank, National Association (“Wells Fargo”), having a business location at the address set forth below next to its signature.
VOTING AGREEMENTVoting Agreement • June 20th, 2023 • Quotient Technology Inc. • Services-advertising • Delaware
This Voting Agreement (“Agreement”), dated as of June 20, 2023, is by and among CB Neptune Holdings, LLC, a Delaware limited liability company (“Parent”), NRS Merger Sub Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”) and the persons listed on the attached Schedule A who are signatories to this Agreement (each a “Stockholder” and collectively, the “Stockholders”).
COOPERATION AGREEMENTCooperation Agreement • May 18th, 2022 • Quotient Technology Inc. • Services-advertising • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2022, by and among Quotient Technology Inc., a Delaware corporation (the “Company”) and the persons set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity, as applicable, including each member thereof acting individually). The Company and the Engaged Group are each herein referred to as a “Party” and collectively, the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 13 below.
COLLATERAL PLEDGE AGREEMENT Dated: September 30, 2013Collateral Pledge Agreement • January 31st, 2014 • COUPONS.com Inc • Services-advertising • California
INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2014 • COUPONS.com Inc • Services-advertising • Delaware
This Indemnity Agreement (this “Agreement”), dated as of , (the “Effective Date”) is made by and between Coupons.com Incorporated, a Delaware corporation (the “Company”), and , an individual who is a director and/or officer of the Company (“Indemnitee”).
QUOTIENT TECHNOLOGY INC. RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • November 3rd, 2017 • Quotient Technology Inc. • Services-advertising • California
Quotient Technology Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”)
January 4, 2016Confidentiality Agreement • March 11th, 2016 • Quotient Technology Inc. • Services-advertising • California
As we’ve discussed, this letter (“Agreement”) confirms the agreement between you and Quotient Technology Inc. (f/k/a Coupons.com Incorporated) (“Quotient” or the “Company”) concerning the terms of your transition from a full-time employee to an advisory role.
THIRD AMENDMENT TO LEASELease • August 5th, 2020 • Quotient Technology Inc. • Services-advertising
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of the last date of signature below (the “Effective Date”) by and between MG 400 LOGUE, LLC, a Delaware limited liability company (“Landlord”), and QUOTIENT TECHNOLOGY INC., a Delaware corporation, formerly known as Coupons.com Incorporated (collectively, “Tenant”), with reference to the following facts:
SECOND LEASE AMENDMENTSecond Lease Amendment • March 19th, 2015 • COUPONS.com Inc • Services-advertising
This Second Lease Amendment (“Second Amendment”) is entered into effective February 25,2015 by and between COUPONS.COM INCORPORATED, a Delaware corporation (“Tenant”), and 400 LOGUE LLC, a California limited liability company (“Landlord”), with reference to the following facts:
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 10th, 2021 • Quotient Technology Inc. • Services-advertising • California
This Change of Control Severance Agreement (the "Agreement") is made and entered into by and between Connie L. Chen ("Executive") and Quotient Technology Inc. (the "Company"), effective as of July 26, 2016 (the "Effective Date").
CONSULTING AGREEMENTConsulting Agreement • November 8th, 2019 • Quotient Technology Inc. • Services-advertising • California
This Consulting Agreement is entered into as of August 30, 2019 (“Effective Date”) by and between Quotient Technology Inc., with its principal place of business at 400 Logue Avenue, Mountain View, CA 94043 (“Company”) and Mir Aamir (“Consultant”).
COUPONS.COM, INCORPORATED AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 1, 2011Investors’ Rights Agreement • January 31st, 2014 • COUPONS.com Inc • Services-advertising • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of June 1, 2011, by and among Coupons.com, Incorporated, a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as a “Series A-1 Investor,” the investors listed on Schedule B hereto, each of which is herein referred to as a “Series 1 Investor,” the investors listed on Schedule C hereto, each of which is herein referred to as a “Series A-2 Investor,” the investors listed on Schedule D hereto, each of which is herein referred to as a “Series A-3 Investor,” the investors listed on Schedule E hereto, each of which is herein referred to as a “Series A-4 Investor,” the investors listed on Schedule F hereto, each of which is herein referred to as a “Series A-5 Investor,” and the investors listed on Schedule G hereto, each of which is herein referred to as a “Series B Investor.” Collectively, the Series A-1 Investors, the Series 1 Investors, the Ser
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 10th, 2021 • Quotient Technology Inc. • Services-advertising
This Amendment No. 1 ("Amendment") is entered into as of May 1, 2019 ("Amendment Effective Date") by and between Quotient Technology, Inc. ("Company") and Connie L. Chen ("Executive"), to amend the Change of Control Severance Agreement by and between Company and Executive effective July 26, 2016 "Agreement"). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 9th, 2016 • Quotient Technology Inc. • Services-advertising
This SECOND AMENDMENT TO OFFICE LEASE (this "Second Amendment") is made and entered into effective as of July 1, 2016, by and between GOOGLE INC., a Delaware corporation ("Landlord"), and QUOTIENT TECHNOLOGY INC., a Delaware corporation f/k/a Coupons.com Incorporated ("Tenant").
LEASE BY AND BETWEEN DIVCO WEST REAL ESTATE SERVICES, INC., a Delaware corporation AS LANDLORD and COUPONS, INC., a California corporation AS TENANT For Premises located at: 400 Logue Avenue Mountain View, CaliforniaLease • January 31st, 2014 • COUPONS.com Inc • Services-advertising • California
This Lease is dated as of the lease reference date specified in Section A of the Summary of Basic Lease Terms and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
AMENDMENT TO THE CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 5th, 2022 • Quotient Technology Inc. • Services-advertising
This Amendment (“Amendment”) is entered into as of May 1, 2022 (“Amendment Effective Date”) by and between Quotient Technology, Inc. (“Company”) and Scott Raskin (“Executive”), to amend the Change of Control Severance Agreement by and between Company and Executive effective August 5, 2019 (“Agreement”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
FIRST AMENDMENT TO LEASELease • October 25th, 2013 • COUPONS.com Inc • Services-advertising
This First Amendment to Lease (this “Amendment”) is entered into this 31 day of May, 2012 (the “Effective Date”), by and between BP MV TECHNOLOGY PARK LLC, a Delaware limited liability company (“Landlord”) and COUPONS.COM INCORPORATED, a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND CONSENTCredit And • August 7th, 2014 • COUPONS.com Inc • Services-advertising • California
THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND CONSENT (the “Amendment”), dated as of May 15, 2014, is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), and COUPONS.COM INCORPORATED, a Delaware corporation (“Borrower”).
COUPONS.COM INCORPORATED RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • May 6th, 2014 • COUPONS.com Inc • Services-advertising • California
Coupons.com Incorporated has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Coupons.com Incorporated 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”),
SUBLEASE AGREEMENTSublease Agreement • February 10th, 2021 • Quotient Technology Inc. • Services-advertising • Utah
THIS SUBLEASE AGREEMENT (“Sublease”), is entered into as of the 8th day of February, 2021 (“Effective Date”), by and between sPower, LLC (formerly known as FTP Power LLC), a Delaware limited liability company (“Sublandlord”), and Quotient Technology Inc., a Delaware corporation (“Subtenant”). Sublandlord and Subtenant are referred to collectively in this Sublease as the "Parties" or, individually, as a “Party."
STOCK OPTION AGREEMENTStock Option Agreement • November 8th, 2016 • Quotient Technology Inc. • Services-advertising • California
Quotient Technology Inc. (f/k/a Coupons.com Incorporated) (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Quotient Technology Inc. 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable purs
FORM OF AMENDMENT NO. 1 TO THE CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 9th, 2019 • Quotient Technology Inc. • Services-advertising
This Amendment No. 1 (“Amendment”) is entered into as of May 1, 2019 (“Amendment Effective Date”) by and between Quotient Technology, Inc. (“Company”) and _________________ (“Executive”), to amend the Change of Control Severance Agreement by and between Company and Executive effective _____________ (“Agreement”). All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.
August 1, 2016Letter Agreement • November 8th, 2016 • Quotient Technology Inc. • Services-advertising • California
This letter agreement (“Agreement”) confirms the terms on which you will transition from, and then leave the employment of Quotient Technology Inc. (f/k/a Coupons.com Incorporated) (“Quotient” or the “Company”). At times, this Agreement refers to you as “Employee."
