0% Convertible Senior Notes due 2026Indenture • August 24th, 2020 • Chegg, Inc • Services-educational services • New York
INDENTURE, dated as of August 21, 2020, between CHEGG, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
9,804,000 Shares CHEGG, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • Chegg, Inc • Services-educational services • New York
Dealer name and address]Call Option Transaction • August 24th, 2020 • Chegg, Inc • Services-educational services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Chegg, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer name and address]Base Call Option Transaction • August 24th, 2020 • Chegg, Inc • Services-educational services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Chegg, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
INDEMNITY AGREEMENTIndemnity Agreement • October 1st, 2013 • Chegg, Inc • Services-educational services • Delaware
This Indemnity Agreement, dated as of , 2013 is made by and between Chegg, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
ContractWarrant Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
ContractWarrant Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER STATE, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT, IN ACCORDANCE WITH APPLICABLE LAW AND AN IN ACCORDANCE WITH ARTICLE 4 OF THIS WARRANT.
CREDIT AGREEMENT Dated as of August 12, 2013 among CHEGG, INC., as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, and BANK OF AMERICA, N.A., as Lender and L/C IssuerCredit Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services • New York
This CREDIT AGREEMENT is entered into as of August 12, 2013 among CHEGG, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein) and BANK OF AMERICA, N.A., as Lender and L/C Issuer (as defined herein).
CONFIDENTIAL TREATMENT REQUESTED Carrier AgreementCarrier Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services
This Agreement (“Agreement”) is made and entered into by and between Chegg, Inc. (“Customer”) and United Parcel Service Inc., an Ohio Company (“UPS”).
and with respect to Section 4 the Amendment to Logistics and Warehouse Agreement)Inventory Purchase and Consignment Agreement • February 26th, 2018 • Chegg, Inc • Services-educational services • Delaware
This 2015 Inventory Purchase and Consignment Agreement (excluding Section 4, the “2015 Agreement”), and with respect to Section 4 only the Amendment to Logistics and Warehouse Agreement (the “Logistics Amendment”), is entered into as of April 3, 2015 (“Effective Date”), by and among Ingram Hosting Holdings Inc., a Delaware corporation (“IHH”) Chegg, Inc., a Delaware corporation (“Chegg”), and with respect to Section 4 only, Ingram Book Group Inc., a Tennessee corporation (“IBG”). IHH and Chegg are each a “Party” and collectively the “Parties”.
CHEGG, INC. EXCHANGE AGREEMENT May 11, 2023Exchange Agreement • May 12th, 2023 • Chegg, Inc • Services-educational services • Delaware
[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below), referred to hereunder as a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Chegg, Inc., a Delaware corporation (the “Company”), as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for an amount in cash equal to the Exchange Consideration (as defined below). The “Exchange Consideration” shall be calculated as follows: For each $1,000 principal amount of such Holder’s Exchanged Notes as set forth on Exhibit A, an amount of cash equal to the sum of (1) $[●], which represents accrued and unpaid interest from March 15, 2023 to the Closing Date (as defined below) plus (2) (a) [●] plus (b) the product of (i) VWAP Price (as defined b
CHEGG, INC. EXCHANGE AGREEMENT August 22, 2023Exchange Agreement • August 23rd, 2023 • Chegg, Inc • Services-educational services • New York
[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below), referred to hereunder as a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Chegg, Inc., a Delaware corporation (the “Company”), as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for an amount in cash equal to the Exchange Consideration (as defined below). The “Exchange Consideration” shall be calculated as follows: For each $1,000 principal amount of such Holder’s Exchanged Notes as set forth on Exhibit A, an amount of cash equal to [●].
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services • California
This Employment Agreement (“Agreement”) is made by and between Aayush Phumbhra (the “Employee”) and Chegg, Inc., a Delaware corporation (the “Company”) effective as of this 8th day of December 2008.
CHEGG, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 1st, 2013 • Chegg, Inc • Services-educational services • New York
Chegg, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $[ ] per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company, and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of
ContractWarrant to Purchase Preferred Stock • August 14th, 2013 • Chegg, Inc • Services-educational services • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
CHEGG, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 7, 2012Investors’ Rights Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 7, 2012, by and among CHEGG, INC., a Delaware corporation (the “Company”), and the individuals and entities listed on SCHEDULE A hereto (each, an “Investor” and collectively, the “Investors”), and is effective contingent and immediately upon the Closing (as defined in the Series F Agreement (as defined below)) (the “Effective Date”).
Consultancy Service AgreementConsultancy Service Agreement • December 7th, 2020 • Chegg, Inc • Services-educational services • California
On behalf of Chegg, Inc. (together with its subsidiaries, the “Company”), I would like to express our appreciation for your willingness to continue to assist Chegg as a consultant to the Company (“Consultant”) effective as of January 1, 2021 (the “Effective Date”). We believe that with your long experience at Chegg, and your background, you will make significant contributions to the success of the Company.
ContractWarrant Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • May 6th, 2013 • Chegg, Inc • Services-educational services • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 9 OF THIS WARRANT.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 26th, 2018 • Chegg, Inc • Services-educational services • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2018, is entered into by and between CHEGG, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 8th, 2014 • Chegg, Inc • Services-educational services • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 30, 2014 (this “Agreement”) is entered into among CHEGG, INC., a Delaware corporation (the “Borrower”), the Guarantors and BANK OF AMERICA, N.A., as Lender (the “Lender”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
INTEREST PURCHASE AGREEMENTInterest Purchase Agreement • May 2nd, 2016 • Chegg, Inc • Services-educational services • California
This INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2016 (the “Agreement Date”), by and among Chegg, Inc., a Delaware corporation (“Acquirer”), Imagine Easy Solutions, LLC, a Delaware limited liability company (the “Company”), Neal Taparia and Darshan Somashekar (Darshan Somashekar together with Neal Taparia, the “Sellers”). Certain other capitalized terms used herein are defined in Exhibit A.
Chegg, Inc. Employment AgreementEmployment Agreement • April 29th, 2024 • Chegg, Inc • Services-educational services • California
On behalf of Chegg, Inc. (the “Company”), this Employment Agreement (this “Agreement”) sets forth the terms and conditions of your employment with the Company as Chief Executive Officer (“CEO”).
AMENDMENT TO LEASELease Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services
This Amendment (“Amendment”) is made and entered into as of May 13, 2011 (the “Effective Date”), by and between AP OMEGA PARKWAY LLC, a Delaware limited liability company (“Landlord”) and CHEGG, INC., a Delaware corporation (“Tenant”).
Chegg, Inc. Executive Chairman AgreementExecutive Chairman Agreement • April 29th, 2024 • Chegg, Inc • Services-educational services • California
On behalf of Chegg, Inc. (the “Company”), this Executive Chairman Agreement (this “Agreement”) sets forth the terms and conditions of your employment with the Company as Executive Chairman.
EXCHANGE AGREEMENT August 18, 2020Exchange Agreement • August 24th, 2020 • Chegg, Inc • Services-educational services
[________] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Outstanding Notes (as defined below), referred to hereunder as a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Chegg, Inc., a Delaware corporation (the “Company”), as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for shares of the Company’s common stock, par value $0.001 (“Exchange Shares”), and/or cash (“Exchange Cash” and, together with Exchange Shares, the “Exchange Consideration”), as set forth on Exhibit A hereto.
CREDIT AGREEMENTCredit Agreement • September 22nd, 2016 • Chegg, Inc • Services-educational services • California
THIS CREDIT AGREEMENT (this "Agreement") is entered into as of September 21, 2016 (the “Closing Date”), by and between CHEGG, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
Amendment to the 2015 Inventory Purchase and Consignment AgreementInventory Purchase and Consignment Agreement • February 26th, 2018 • Chegg, Inc • Services-educational services
This Amendment to the Textbook Services Agreement (the “Superseding Agreement”) is entered into effective as of January 1, 2018 by and among Ingram Hosting Holdings LLC, a Delaware limited liability company, formerly known as Ingram Hosting Holdings Inc., (“IHH”), Chegg, Inc., a Delaware corporation (“Chegg”), and Ingram Book Group LLC, a Tennessee limited liability company, formerly known as Ingram Book Group Inc., (“IBG”). IHH, Chegg and IBG are each a “Party” and collectively the “Parties”.
FIRST AMENDMENTLease Agreement • June 5th, 2018 • Chegg, Inc • Services-educational services
This First Amendment (the "Amendment") is made and entered into as of June 4, 2018, by and between FREEDOM CIRCLE LLC, a Delaware limited liability company ("Landlord") and CHEGG, INC., a Delaware corporation (“Tenant”).
PARTIAL UNWIND AGREEMENTPartial Unwind Agreement • August 24th, 2020 • Chegg, Inc • Services-educational services • New York
This PARTIAL UNWIND AGREEMENT (this “Agreement”) is made, by and between [__________] (“Dealer”) and CHEGG, INC. (“Counterparty”), as of the date hereof.
June 30, 2009 Chuck Geiger Dear Chuck, Chegg, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • March 6th, 2014 • Chegg, Inc • Services-educational services
Position: Your initial title will be Chief Technology Officer (CTO) and you will report to Chegg’s Chief Executive Officer, James Safka. This is a full-time exempt position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.
FIRST SUPPLEMENT TO THE 2015 INVENTORY PURCHASE AND CONSIGNMENT AGREEMENTInventory Purchase and Consignment Agreement • February 26th, 2018 • Chegg, Inc • Services-educational services
This First Supplement to the 2015 Inventory Purchase and Consignment Agreement (the “First Supplement”) is effective as of December 29, 2016 by and between Ingram Hosting Holdings LLC, a Delaware limited liability company (“IHH”) and Chegg, Inc., a Delaware corporation (“Chegg”), together the “Parties”.
COMMENCEMENT DATE MEMORANDUMLease • May 6th, 2013 • Chegg, Inc • Services-educational services
THIS MEMORANDUM, made as of October 12, 2012, by and between SILICON VALLEY CA-I, LLC, a Delaware limited liability company (“Landlord”) and CHEGG, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2015 • Chegg, Inc • Services-educational services • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of August 3, 2015 (this “Agreement”) is entered into among CHEGG, INC., a Delaware corporation (the “Borrower”), the Guarantors and BANK OF AMERICA, N.A., as Lender (the “Lender”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
September 9, 2009 Mike Osier Dear Mike, Chegg, Inc. (the “Company”) is pleased to offer you employment on the following terms:Employment Agreement • August 14th, 2013 • Chegg, Inc • Services-educational services
Position: Your initial title will be VP of Operations and IT and you will report to Chegg’s CTO, Chuck Geiger. This is a full-time exempt position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.
