Zuora, Inc. Class A Common Stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • April 2nd, 2018 • Zuora Inc • Services-prepackaged software • New York
Zuora, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (“Morgan Stanley”) are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A Common Stock (“Stock”) of the Company, par value $0.0001 per share (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). The shares of Class B Common Stock, par value $0.0001 per share, of the Company are hereinafter referred to as the “Class B Common Stock.” The Stock and the Class B Common Stock are hereinafter collectively referred to as the “Common Stock.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 16th, 2018 • Zuora Inc • Services-prepackaged software
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 14, 2017 (the “Effective Date”) between (a) SILICON VALLEY BANK, a California corporation (“Bank”), (b) ZUORA, INC., a Delaware corporation (“Zuora”) and ZUORA SERVICES, LLC, a Delaware limited liability company (“Services”; Zuora and Services are referred to herein, each and together, jointly and severally, as “Initial Borrower”), and (c) immediately following the consummation of the Acquisition, LEEYO SOFTWARE, INC., a Delaware corporation (“Leeyo”; Initial Borrower and, immediately following the consummation of the Acquisition, Leeyo, are referred to herein, each and together, jointly and severally, as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 16th, 2018 • Zuora Inc • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of , 20 is made by and between Zuora, 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 (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among ZUORA, INC., ZODIAC PURCHASER, L.L.C. and ZODIAC ACQUISITION SUB, INC. October 17, 2024Merger Agreement • October 18th, 2024 • Zuora Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 17, 2024, is entered into by and among Zuora, Inc., a Delaware corporation (the “Company”), Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), and Zodiac Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. V,...Joint Filing Agreement • April 11th, 2018 • Zuora Inc • Services-prepackaged software
Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. V, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with r
ZUORA, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 24, 2022 3.95% / 5.50% CONVERTIBLE SENIOR PIK TOGGLE NOTES DUE 2029Indenture • March 25th, 2022 • Zuora Inc • Services-prepackaged software • New York
INDENTURE, dated as of March 24, 2022, between Zuora, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INVESTMENT AGREEMENT by and among ZUORA, INC. and SILVER LAKE ALPINE II, L.P. and the other parties named herein Dated as of March 2, 2022Investment Agreement • March 25th, 2022 • Zuora Inc • Services-prepackaged software • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of March 2, 2022, is by and among (i) Zuora, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and (ii) Silver Lake Alpine II, L.P., a Delaware limited partnership (together with its successors and any Affiliate that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
VOTING, SUPPORT AND ROLLOVER AGREEMENTVoting, Support and Rollover Agreement • October 18th, 2024 • Zuora Inc • Services-prepackaged software • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of October 17, 2024, by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Holdco, L.L.C., a Delaware limited liability company and an indirect parent company of Parent (“TopCo”), Silver Lake Alpine II, L.P., a Delaware limited liability company (solely for purposes of Section 4.1(h) and Section 11.18), and the stockholders of Zuora, Inc. a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and the Company.
October 17, 2024 Zodiac Purchaser, L.L.C. c/o Silver Lake Alpine II, L.P. Menlo Park, CA 94025Equity Financing Commitment • November 25th, 2024 • Zuora Inc • Services-prepackaged software • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Zodiac Purchaser, L.L.C., a Delaware limited liability company (“Parent”), Zodiac Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Zuora, Inc., a Delaware corporation (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Reference is also made to the Other Equity Commitment Letter of even date herewith delivered to Parent by Silver Lake Alpine II, L.P. (the “Other Equity Commitment Letter”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein. Hux
LIMITED GUARANTEE OF SILVER LAKE ALPINE II, L.P.Limited Guarantee • November 25th, 2024 • Zuora Inc • Services-prepackaged software • Delaware
LIMITED GUARANTEE, dated as of October 17, 2024 (this “Limited Guarantee”), by Silver Lake Alpine II, L.P. (the “Guarantor”), in favor of Zuora, Inc., a Delaware corporation (the “Guaranteed Party”).
SUBLEASESublease • March 16th, 2018 • Zuora Inc • Services-prepackaged software • California
THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between BAY MEADOWS STATION 4 INVESTORS, LLC, a Delaware limited liability company (“Landlord”), and SURVEYMONKEY INC., a Delaware corporation (hereinafter called “Tenant”).
Zuora, Inc.Transition Agreement • September 16th, 2019 • Zuora Inc • Services-prepackaged software • California
This Transition Agreement (the “Agreement”) is made and entered into as of May 29, 2019 (the “Transition Start Date”) and confirms the terms of the agreement we have reached with you with respect to your transition and departure from Zuora, Inc. (“Zuora” or the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ZUORA, INC., LASER ACQUISITION SUB CORP., LEEYO SOFTWARE, INC. AND DOUG SKEEN, AS INDEMNIFYING PARTIES’ AGENT MAY 9, 2017Merger Agreement • March 16th, 2018 • Zuora Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 10, 2017 (the “Agreement Date”), by and among Zuora, Inc., a Delaware corporation (“Acquiror”), Laser Acquisition Sub Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), Leeyo Software, Inc., a Delaware corporation (the “Company”) and Doug Skeen in his capacity as Indemnifying Parties’ Agent.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 28th, 2022 • Zuora Inc • Services-prepackaged software • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between ____________ (the “Executive”) and Zuora, Inc., a Delaware corporation (the “Company”), and is effective as of the date last signed below (the “Effective Date”).
Zuora, Inc. 101 Redwood Shores Parkway Redwood City, CA 94065Agreement • May 1st, 2024 • Zuora Inc • Services-prepackaged software • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Zuora, Inc. (the “Company”) and (b) Scalar Gauge Fund, LP (“Scalar Gauge”) and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively with Scalar Gauge, the “Scalar Gauge Signatories”). The Company and the Scalar Gauge Signatories are each referred to as a “Party” and collectively referred to as the “Parties.” The Scalar Gauge Signatories and each Affiliate (as defined below) and Associate (as defined below) of each Scalar Gauge Signatory are collectively referred to as the “Scalar Gauge Group.”
ZUORA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT January 16, 2015Investor Rights Agreement • March 16th, 2018 • Zuora Inc • Services-prepackaged software • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of January 16, 2015 (the “Effective Date”) by and among Zuora, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (collectively, the “Holders” or the “Investors” and singularly, a “Holder” or “Investor”) and the holders of Common Stock listed on Exhibit B hereto (each a “Common Holder” and collectively, the “Common Holders”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • December 16th, 2019 • Zuora Inc • Services-prepackaged software • California
This Change in Control and Severance Agreement (the "Agreement") is entered into by and between ____________ (the "Executive") and Zuora, Inc., a Delaware corporation (the "Company"), and is effective as of the date last signed below (the "Effective Date").
Zuora, Inc. Redwood City, California 94065Separation Agreement • March 31st, 2021 • Zuora Inc • Services-prepackaged software • California
This letter agreement (this “Agreement”) is made and entered into as of January 11, 2021 and confirms the terms of the agreement we have reached with you with respect to your departure and transition from Zuora, Inc. (“Zuora” or the “Company”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 13th, 2018 • Zuora Inc • Services-prepackaged software
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 11th day of October, 2018, by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), (b) ZUORA, INC., a Delaware corporation (“Zuora”) and ZUORA SERVICES, LLC, a Delaware limited liability company (“Services”; Zuora and Services are referred to herein, each and together, jointly and severally, as “Initial Borrower”), and (c) immediately following the consummation of the Acquisition, LEEYO SOFTWARE, INC., a Delaware corporation (“Leeyo”; Initial Borrower and, immediately following the consummation of the Acquisition, Leeyo, are referred to herein, each and together, jointly and severally, as “Borrower”).
Letter AgreementLoan Agreement • December 7th, 2023 • Zuora Inc • Services-prepackaged software
Reference is made to the Loan and Security Agreement dated as of June 14, 2017 (as amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”), and Zuora, Inc., a Delaware corporation (“Borrower”). Capitalized terms used but not otherwise defined herein shall have the same meanings set forth in the Loan Agreement.
Re: Employment AgreementEmployment Agreement • December 22nd, 2017 • Zuora Inc • Services-prepackaged software
On behalf of the Board of Zuora, Inc, (the Board), I am very pleased to offer you employment in the role of Chief Executive Officer of Zuora, Inc (‘Zuora’ or the “Company”). This letter sets out the terms of your employment with the Company, which will start on Feb 1, 2008.
AMENDMENT NO. 1Investment Agreement • December 7th, 2023 • Zuora Inc • Services-prepackaged software • Delaware
made and entered into as of September 22, 2023 by and among Zuora, Inc., a Delaware corporation (the "Company"), Silver Lake Alpine II, L.P., SLA Zurich Aggregator, L.P. and SLA Zurich Holdings, L.P. (collectively, "Silver Lake"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement (as defined below).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2021 • Zuora Inc • Services-prepackaged software
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 19th day of January, 2021, by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), (b) ZUORA, INC., a Delaware corporation (“Zuora”), (c) ZUORA SERVICES, LLC, a Delaware limited liability company (“Services”), and (d) LEEYO SOFTWARE, INC., a Delaware corporation (“Leeyo”, together with Zuora and Services, are referred to herein, each and together, jointly and severally, as “Borrower”).
Project Zodiac Amended and Restated Commitment LetterCommitment Letter • November 25th, 2024 • Zuora Inc • Services-prepackaged software
The Borrower and its subsidiaries on a consolidated basis taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date hereof through the Maturity Date. I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the business conducted or anticipated to be conducted by the Borrower and its subsidiaries on a consolidated basis as reflected in the projected financial statements and in light of the anticipated credit capacity.
Zuora, Inc.Separation Agreement • March 28th, 2022 • Zuora Inc • Services-prepackaged software • California
This letter agreement (this “Agreement”) is made and entered into as of November 16, 2021 and confirms the terms of the agreement we have reached with you with respect to your departure and transition from Zuora, Inc. (“Zuora” or the “Company”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 7th, 2023 • Zuora Inc • Services-prepackaged software • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 22, 2023 (this “Supplemental Indenture”), is made and entered into by Zuora, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Base Indenture referred to below.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 16th, 2018 • Zuora Inc • Services-prepackaged software • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between (the “Executive”) and Zuora, Inc., a Delaware corporation (the “Company”), and is effective as of , 2017 (the “Effective Date”).
LEASE AGREEMENTLease Agreement • March 21st, 2019 • Zuora Inc • Services-prepackaged software • California
Page Basic Lease Information 5 1. Definitions and Basic Provisions 10 2. Lease Grant 10 3. Tender of Possession; Square Footage of Premises 11 (a) Tender of Possession 11 (b) Square Footage of Premises 11 4. Rent; Abatement of Rent 11 (a) Rent 12 (b) Abatement of Rent 12 5. Delinquent Payment; Handling Charges 12 6. Letter of Credit 13 (a) Application of Security 14 (b) Transfer 14 7. Services; Utilities; Common Areas 14 (a) Services 14 (b) Utility Use 14 (c) Common Areas 15 8. Alterations; Repairs; Maintenance; Signs 16 (a) Alterations 16 (b) Repairs; Maintenance 17 (i) By Landlord 17 (ii) By Tenant 18 (iii) Performance of Work 20 (c) Mechanic’s Liens 20 (d) Signs 21 (i) General Signs 21 (ii) Building Top and Monument Signs 21 9. Use; Compliance with Laws 22 (a) Use 22 (b) Landlord’s Compliance with Laws 23 10. Assignment and Subletting 24 (a) Transfers 24 (b) Consent Standards 24 (c) Request for Consent 24 (d) Conditions to Consent 25 (e) Attornment by Subtenants 25 (f) Permitted Tra
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2022 • Zuora Inc • Services-prepackaged software
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 11th day of October, 2022, by and between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) ZUORA, INC., a Delaware corporation (“Zuora” or the “Borrower”).
