Shares BAZAARVOICE, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2012 • Bazaarvoice Inc • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Bazaarvoice, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
BAZAARVOICE, INC.Restricted Stock Unit Award Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
BAZAARVOICE, INC.Restricted Stock Award Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).
LOAN AND SECURITY AGREEMENT BAZAARVOICE, INC.Loan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc • California
This LOAN AND SECURITY AGREEMENT is entered into as of July 18, 2007, by and between Comerica Bank (“Bank”) and Bazaarvoice, Inc. (“Borrower”).
BAZAARVOICE, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 24th, 2014 • Bazaarvoice Inc • Services-prepackaged software • California
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended or otherwise modified from time to time, the “Agreement”) dated as of November 21, 2014, is entered into by and among Borrower (as defined below), such other entities which from time to time become parties hereto (collectively, including Borrower, the “Debtors” and each individually a “Debtor”) and Comerica Bank (“Comerica”), as administrative agent for and on behalf of the Lenders (as defined below) (in such capacity, the “Agent”). The addresses for the Debtors and the Agent, as of the date hereof, are set forth on the signature pages attached hereto.
AGREEMENT AND PLAN OF MERGER BY AND AMONG: BV PARENT, LLC BV MERGER SUB, INC. AND BAZAARVOICE, INC. DATED AS OF NOVEMBER 26, 2017Agreement and Plan of Merger • November 27th, 2017 • Bazaarvoice Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of November 26, 2017 (the “Agreement Date”) by and among BV Parent, LLC, a Delaware limited liability company (“Parent”), BV Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), and Bazaarvoice, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used but not otherwise defined in this Agreement are defined in Exhibit A.
BAZAARVOICE, INC.Stock Plan • August 26th, 2011 • Bazaarvoice Inc • Texas
Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
BAZAARVOICE, INC. AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 21, 2014 COMERICA BANK AS ADMINISTRATIVE AGENT, SOLE LEAD ARRANGER AND SOLE BOOKRUNNERCredit Agreement • November 24th, 2014 • Bazaarvoice Inc • Services-prepackaged software • Michigan
This Amended and Restated Credit Agreement (“Agreement”) is made as of the 21st day of November, 2014, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”), Sole Lead Arranger and Sole Bookrunner, Bazaarvoice, Inc. (“Company” and a Borrower”, and together with any Subsidiary of Company that at any time is a Borrower hereunder pursuant to Section 7.13 or otherwise, the “Borrowers”).
BAZAARVOICE, INC. FIRST AMENDMENT TO OFFER LETTER September 12, 2016Offer Letter • September 15th, 2016 • Bazaarvoice Inc • Services-prepackaged software • Texas
This FIRST Amendment to Offer Letter (this “Amendment”) amends the Offer Letter, dated as of April 2, 2013 (the “Offer Letter”), by and between Bazaarvoice, Inc., a Delaware corporation (the “Company”), and Ryan Robinson (the “Executive”), and is made and entered into as of the date first set forth above, by and between the Company and the Executive. Capitalized terms not defined herein shall have the meanings given to them in the Offer Letter.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware
THIS AGREEMENT is entered into, effective as of by and between Bazaarvoice Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
BAZAARVOICE, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of February 9, 2010 by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and the individuals listed on Schedule B hereto (each, a “Founder” and collectively, the “Founders”).
International] BAZAARVOICE, INC.Equity Incentive • March 6th, 2015 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 27, 2010, by and between COMERICA BANK (“Bank”) and BAZAARVOICE, INC. (“Borrower”).
International] BAZAARVOICE, INC.Equity Incentive Plan • March 6th, 2015 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
ContractBazaarvoice Inc • March 6th, 2015 • Services-prepackaged software • England and Wales
Neither this document, nor any stock option agreement connected with it, is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the UK Sub-Plan to the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Sub-Plan”). The Sub-Plan is exclusively available to bona fide employees and former employees of Bazaarvoice, Inc, Bazaarvoice Limited and any other UK Subsidiary.
BAZAARVOICE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 9, 2010Investors’ Rights Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2010 by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and the individuals listed on Schedule B hereto (each, a “Founder” and collectively, the “Founders”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, JOINDER AND WAIVERLoan and Security Agreement • March 14th, 2013 • Bazaarvoice Inc • Services-prepackaged software
This Seventh Amendment to Loan and Security Agreement, Joinder and Waiver (“Amendment”) is entered into as of November 5, 2012, between COMERICA BANK (“Bank”) and BAZAARVOICE, INC., a Delaware corporation (“Parent”), POWERREVIEWS, LLC, a Delaware limited liability company (“PowerReviews”), and LONGBOARD MEDIA, INC., a Delaware corporation (“LongBoard”, and together with Parent and PowerReviews, “Borrowers”, and each individually, a “Borrower”).
POWERREVIEWS, INC. EXERCISE NOTICE AND STOCK PURCHASE AGREEMENTNotice and Stock Purchase Agreement • June 27th, 2012 • Bazaarvoice Inc • Services-prepackaged software • California
By your signature and the signature of the representative of PowerReviews, Inc. below, you (“Purchaser”) and the Company agree that you are purchasing shares of the Company’s Common Stock subject to the terms and conditions of the Company’s 2005 Equity Incentive Plan and this Agreement. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan.
BAZAARVOICE, INC.Stock Plan • August 26th, 2011 • Bazaarvoice Inc • Texas
Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
UK SUB-PLAN TO THE BAZAARVOICE, INC.Restricted Stock Unit Award Agreement • March 6th, 2015 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the UK Sub-Plan to the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 3rd, 2013 • Bazaarvoice Inc • Services-prepackaged software
This Eighth Amendment to Loan and Security Agreement (“Amendment”) is entered into as of June 6, 2013 and effective as of April 28, 2013, between COMERICA BANK (“Bank”) and BAZAARVOICE, INC., a Delaware corporation (“Parent”), POWERREVIEWS, LLC, a Delaware limited liability company (“PowerReviews”), and LONGBOARD MEDIA, INC., a Delaware corporation (“LongBoard”, and together with Parent and PowerReviews, “Borrowers”, and each individually, a “Borrower”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 26th, 2011 • Bazaarvoice Inc • Texas
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of 19th day of January, 2010, by and between 3900 SAN CLEMENTE, L.P., a Texas limited partnership (“Landlord”) and BAZAARVOICE, INC., a Delaware corporation (“Tenant”).
BAZAARVOICE, INC. Bldg. 1, Suite 350 Austin, TX 78730 September 6, 2007Bazaarvoice Inc • August 26th, 2011
This letter will confirm our agreement that pursuant to and effective as of your purchase of shares of Series C Preferred Stock of Bazaarvoice, Inc., a Delaware corporation (the “Company”), Battery Ventures VIII, L.P. (“Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing:
AGREEMENT AND PLAN OF MERGER by and among POWERREVIEWS, INC., BAZAARVOICE, INC., PELOTON ACQUISITION CORP., PELOTON ACQUISITION LLC, SHAREHOLDER REPRESENTATIVE SERVICES LLC, in its capacity as Representative and with respect to ARTICLES X, XI and XII...Agreement and Plan of Merger • June 27th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 24, 2012, is made by and among PowerReviews, Inc., a Delaware corporation (the “Company”), Bazaarvoice, Inc., a Delaware corporation (“Parent”), Peloton Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Subsidiary I”), Peloton Acquisition LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Subsidiary II,” and together with Merger Subsidiary I, the “Merger Subs”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Representative (as defined below), and with respect to ARTICLES X, XI and XII only, U.S. Bank, National Association, in its capacity as Escrow Agent.
BAZAARVOICE, INC. June 14, 2005Bazaarvoice Inc • August 26th, 2011
This letter agreement sets forth the terms of your employment as the President and CEO of Bazaarvoice, Inc., a Delaware corporation (“Bazaarvoice” or “we”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is entered into as of February 9, 2012 (this “Amendment”), by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), General Atlantic Partners 90, L.P., a Delaware limited partnership, GAP Coinvestments III, LLC, a Delaware limited liability company, GAP Coinvestments IV, LLC, a Delaware limited liability company, GAP Coinvestments CDA, L.P., a Delaware limited partnership, GAPCO GmbH & Co. KG, a German limited partnership, and the individuals and entities listed on the signature pages hereto. Except as expressly set forth in this Amendment, all capitalized terms used herein shall have the meanings ascribed to them in the Amended and Restated Investors’ Rights Agreement.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of January 31, 2012, between COMERICA BANK (“Bank”) and BAZAARVOICE, INC. (“Borrower”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of November 30, 2008, by and between COMERICA BANK (“Bank”) and BAZAARVOICE, INC. (“Borrower”).
FIFTH AMENDMENT TO LEASELease • June 11th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Texas
thirty (30) days after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the Renewal Rental Rate, Tenant, by written notice to Landlord (the “Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the Renewal Rental Rate for the Premises within the thirty (30) day period described and Tenant fails to timely exercise its right to arbitrate, Tenant’s renewal option set forth in this Exhibit shall be deemed to be null and void and of no further force and effect.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc
This Third Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of January 22, 2010, by and between COMERICA BANK (“Bank”) and BAZAARVOICE INC. (“Borrower”).
Bazaarvoice, Inc.Bazaarvoice Inc • February 9th, 2012 • Services-prepackaged software • New York
Reference is made to the Stock Transfer Agreement, dated as of the date hereof (the “Stock Transfer Agreement”), by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), each of the undersigned affiliates of General Atlantic LLC party thereto (the “General Atlantic Stockholders”) and the sellers party thereto. Capitalized terms used but not otherwise defined in this letter agreement and Exhibit A hereto (this “Letter Agreement”) shall have the meanings ascribed to such terms in the Stock Transfer Agreement.
OFFICE LEASE AGREEMENTOffice Lease Agreement • August 26th, 2011 • Bazaarvoice Inc • Texas
FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 4th, 2014 • Bazaarvoice Inc • Services-prepackaged software
This First Amendment (this “First Amendment”) is made as of August 29, 2014, to that certain Transition Services Agreement entered into on July 2, 2014 (the “Agreement”) by and between Bazaarvoice, Inc. (“Bazaarvoice”) and PowerReviews, Inc. (fka Wavetable Labs, Inc.) (“Wavetable”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND JOINDERLoan and Security Agreement and Joinder • June 27th, 2012 • Bazaarvoice Inc • Services-prepackaged software
This Sixth Amendment to Loan and Security Agreement and Joinder (“Amendment”) is entered into as of June 19, 2012, between COMERICA BANK (“Bank”) and BAZAARVOICE, INC., a Delaware corporation (“Parent”), and POWERREVIEWS, LLC, a Delaware limited liability company (“PowerReviews”, and together with Parent, collectively, “Borrowers”, and each individually, a “Borrower”).
