CREDIT AGREEMENT Dated as of December 11, 2020 among ZYNGA INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE LENDERS PARTY...Credit Agreement • December 11th, 2020 • Zynga Inc • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT is entered into as of December 11, 2020, among ZYNGA INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
ZYNGA INC. AND Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of December 17, 2020 0% Convertible Senior Notes due 2026Indenture • December 17th, 2020 • Zynga Inc • Services-computer processing & data preparation • New York
INDENTURE dated as of December 17, 2020 between Zynga 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 organized under the laws of the United States, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
100,000,000 Shares ZYNGA INC. CLASS A COMMON STOCK, $0.00000625 PAR VALUE UNDERWRITING AGREEMENT December , 2011Underwriting Agreement • December 2nd, 2011 • Zynga Inc • Services-computer processing & data preparation • New York
This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Dealer Dealer Address] To: Zynga Inc. San Francisco, CA 94103 Attention: Chief Financial Officer Telephone No.: (855) 449-9642Call Option Transaction • December 17th, 2020 • Zynga Inc • Services-computer processing & data preparation
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 Zynga Inc., a Delaware corporation (“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 (as defined below) 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.
—] Shares ZYNGA INC. CLASS A COMMON STOCK, $0.00000625 PAR VALUE UNDERWRITING AGREEMENT March [—], 2012Underwriting Agreement • March 23rd, 2012 • Zynga Inc • Services-computer processing & data preparation • New York
The undersigned understands that Zynga Inc., a Delaware corporation (the “Company”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Goldman, Sachs & Co. (together, the “Representatives”), providing for the public offering (the “Offering”) pursuant to a Registration Statement on Form S-1, by the several underwriters, including the Representatives (the “Underwriters”), of shares of the Class A Common Stock, $0.00000625 par value, of the Company (the “Common Stock”). For purposes of this letter agreement, Common Stock will include shares of the Company’s Class A Common Stock, Class B Common Stock and Class C Common Stock and any securities convertible into or exercisable or exchangeable for such Common Stock and any shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Common Stock as a result of any stock dividend, stock split, combination of shares, reorganization,
ZYNGA INC. 0.25% CONVERTIBLE SENIOR NOTES DUE 2024 PURCHASE AGREEMENTPurchase Agreement • June 14th, 2019 • Zynga Inc • Services-computer processing & data preparation • New York
FIRST AMENDMENTCredit Agreement • June 14th, 2019 • Zynga Inc • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT is entered into as of December 20, 2018, among ZYNGA INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), and BANK OF AMERICA, N.A., as the Lender.
ZYNGA INC. INDEMNITY AGREEMENTIndemnification Agreement • November 17th, 2011 • Zynga Inc • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER among TAKE-TWO INTERACTIVE SOFTWARE, INC., ZEBRA MS I, INC., ZEBRA MS II, INC., and ZYNGA INC. Dated as of January 9, 2022Merger Agreement • January 10th, 2022 • Zynga Inc • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 9, 2022 (this “Agreement”), among Take-Two Interactive Software, Inc., a Delaware corporation (“Parent”), Zebra MS I, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (“Merger Sub 1”), Zebra MS II, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (“Merger Sub 2”), and Zynga Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of July 21, 2011 and amended and restated as of June 20, 2013 among ZYNGA INC., The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent MORGAN STANLEY SENIOR...Revolving Credit Agreement • June 24th, 2013 • Zynga Inc • Services-computer processing & data preparation • New York
The Borrower (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) entered into that certain Credit Agreement, dated as of July 21, 2011 (as amended and in effect immediately prior to the Restatement Effective Date, the “Existing Credit Agreement”), by and among the Borrower, the “Lenders” as defined therein (the “Existing Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as “Administrative Agent” as defined therein, pursuant to which the Existing Lenders provided Commitments (as defined in the Existing Credit Agreement) on the Effective Date in an aggregate principal amount of $1,000,000,000.
VOTING AGREEMENTVoting Agreement • January 10th, 2022 • Zynga Inc • Services-computer processing & data preparation • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of January 9, 2022, is entered into by and between Take-Two Interactive Software, Inc., a Delaware corporation (“Parent”), the stockholders listed on Schedule A hereto (the “Stockholders”) and Zynga Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 5th, 2022 • Zynga Inc • Services-computer processing & data preparation
THIS SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Second Amendment”), dated as of May 4, 2022, is by and among Take-Two Interactive Software, Inc., a Delaware corporation (“Parent”), Zebra MS I, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (“Merger Sub 1”), Zebra MS II, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Zynga Inc., a Delaware corporation (the “Company”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 23rd, 2022 • Zynga Inc • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of May 23, 2022, among Zynga Inc., a Delaware corporation (the “Company”), Zebra MS II, Inc. (the “Successor Company”), Take-Two Interactive Software, Inc., a Delaware corporation (“Take-Two”), and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).
ContractPurchase and Sale Agreement • May 28th, 2019 • Zynga Inc • Services-computer processing & data preparation • California
This Agreement, dated as of May 24, 2019, is between BIG DOG HOLDINGS LLC, a Delaware limited liability company (“Seller”), and BCP-CG 650 Property LLC, a Delaware limited liability company (“Buyer”).
San Francisco California 94103 company.zynga.comRetention Agreement • April 27th, 2015 • Zynga Inc • Services-computer processing & data preparation
Your services and loyalty to Zynga Inc. (“us” or “we” or the “Company”) are very important to us. We are therefore pleased to inform you that, pursuant to the terms of this letter, you will be eligible to receive certain payments and benefits in the event your employment is terminated as set forth in this letter. Capitalized terms that are used but not defined herein will have the meanings ascribed to such terms in your offer letter with the Company dated April 5, 2014 (“Offer Letter”).
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 11th, 2011 • Zynga Inc • Services-computer processing & data preparation • California
This Fifth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 18, 2011 by and among Zynga Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (the “Investors”) and Mark Pincus.
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement • March 5th, 2012 • Zynga Inc • Services-computer processing & data preparation • California
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is dated as of February 29, 2012, for reference purposes only, and is made by and among 650 TOWNSEND ASSOCIATES LLC, a Delaware limited liability company (“Seller”) and ZYNGA INC., a Delaware corporation (“Buyer”). This Agreement shall be effective on the “Effective Date”, which is the date on which the last person signing this Agreement shall have signed this Agreement.
VOTING AGREEMENTVoting Agreement • January 10th, 2022 • Zynga Inc • Services-computer processing & data preparation • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of January 9, 2022, is entered into by and between Take-Two Interactive Software, Inc., a Delaware corporation (“Parent”), the stockholders listed on Schedule A hereto (the “Stockholders”) and Zynga Inc., a Delaware corporation (the “Company”).
Amendment AgreementShare Sale and Purchase Agreement • November 5th, 2020 • Zynga Inc • Services-computer processing & data preparation
September 6, 2012 Jeff Karp Via email Dear Jeff:Separation Agreement • October 26th, 2012 • Zynga Inc • Services-computer processing & data preparation • California
You have indicated an intent to resign from your employment with Zynga Inc. (the “Company”), as well as from all other positions you may hold with any affiliated entity of the Company. This agreement (“Agreement”) sets forth the parties’ agreement concerning the terms of your resignation from the Company. Please note that this Agreement is subject to the approval of the Compensation Committee of the Board of Directors of the Company on or before September 10, 2012. If the Compensation Committee does not approve the terms of this Agreement by such date, this Agreement, and all promises contained herein, will be null and void, and you shall have no rights or entitlement to any of the promises or benefits contained herein.
ContractWarrant Agreement • July 18th, 2011 • Zynga Inc • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
RELEASE AGREEMENTRelease Agreement • October 31st, 2013 • Zynga Inc • Services-computer processing & data preparation
I, Owen Van Natta, entered into a Transition Letter Agreement with Zynga Inc. (the “Company”) on November 16, 2011. Pursuant to Section 6 of the Transition Letter Agreement, I am entitled to certain accelerated vesting if, prior to November 16, 2014, the Company does not re-nominate me to be a member of the Board of Directors of the Company – specifically, I shall be deemed to have fully satisfied the Time-Based Requirement (as of my last day of service) as to all of the then-unvested units under the Additional ZSU (as defined in the Transition Letter Agreement) – provided that I sign a release of all claims in favor of the Company. The Company has informed me that I am now eligible for such accelerated vesting, provided I execute this release agreement.
Amendment No. 1 to the Developer Addendum No. 2Developer Addendum • July 30th, 2012 • Zynga Inc • Services-computer processing & data preparation
This Amendment No. 1 (“Amendment”) to the Developer Addendum No. 2 dated December 26, 2010, by and between Zynga Inc. (“Zynga, Inc.”, “you”, or “your”) and Facebook, Inc. and Facebook Ireland Limited (collectively, “Facebook”, “FB”, “we”, “us”, or “our”) (the “Addendum No. 2”, and together with the Statement of Rights and Responsibilities, as amended and supplemented by the Addendum No. 2 and the Developer Addendum dated May 14, 2010, the “Original Agreement”), is made by and between Facebook and Zynga on June 12, 2012 (“Amendment Effective Date”). We and you are sometimes referred to in this Amendment individually as a “party” or collectively, as the “parties”.
THIS AGREEMENT CERTIFICATE IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACEu.s. Option Agreement • February 12th, 2014 • Zynga Inc • Services-computer processing & data preparation
A NaturalMotion Limited granted you (the “Option Holder”) on [—] an option to acquire [—] shares in NaturalMotion Limited [(the “Original Option”) on the terms of, and subject to, the rules of [the NaturalMotion Limited Enterprise Management Incentive Scheme][the NaturalMotion Limited Option Plan 2012] and in accordance with and under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).
SECOND AMENDMENT AGREEMENTShare Sale and Purchase Agreement • May 6th, 2021 • Zynga Inc • Services-computer processing & data preparation
ZYNGA INC. STOCK OPTION AGREEMENTStock Option Agreement • July 18th, 2011 • Zynga Inc • Services-computer processing & data preparation • California
This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Zynga Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Company’s 2007 Equity Incentive Plan (the “Plan”).
Amendment AgreementShare Sale and Purchase Agreement • October 2nd, 2020 • Zynga Inc • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGER BY AND AMONG Zynga inc. Carnation MergeCo Inc. Chartboost, inc. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS THE SECURITYHOLDER REPRESENTATIVEAgreement and Plan of Merger • May 6th, 2021 • Zynga Inc • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 4, 2021, is made by and among Zynga Inc., a Delaware corporation (“Parent”), Carnation MergeCo Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Chartboost, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Securityholder Representative”), solely in its capacity as representative for the Indemnifying Securityholders.
ContractShare Sale and Purchase Agreement • May 30th, 2018 • Zynga Inc • Services-computer processing & data preparation
Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.
Re: Educational Cost and Retention Agreement with Zynga Inc.Educational Cost and Retention Agreement • October 31st, 2019 • Zynga Inc • Services-computer processing & data preparation
Zynga Inc. (the “Company”) is pleased to offer you this Educational Cost and Retention Agreement (“Agreement”) confirming the Company’s investment in your educational development and professional advancement during your Executive Master of Business Administration Program at the University of Chicago, which will take place between June 17, 2019 and April 16, 2021. The Company’s agreement to cover the cost of tuition and travel expenses related to this program is subject to the following terms:
OFFICE LEASE 699 Eighth Street San Francisco, California LANDLORD: BCP-CG 650 Property LLC TENANT: Zynga Inc.Office Lease • May 28th, 2019 • Zynga Inc • Services-computer processing & data preparation • California
These schedules, exhibits and other attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to provide such information to the Commission upon request.
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • July 2nd, 2015 • Zynga Inc • Services-computer processing & data preparation • New York
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “First Amendment”) dated as of July 1, 2015, among Zynga Inc. (the “Borrower”), the Lenders party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • August 3rd, 2018 • Zynga Inc • Services-computer processing & data preparation • California
This Consulting Services Agreement (“Agreement”), effective as of May 11, 2018 (the “Effective Date”), is made by and between Zynga Inc. (“Company” or “Zynga”) and William B. Gordon (“Consultant”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • April 8th, 2015 • Zynga Inc • Services-computer processing & data preparation • California
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of April 8, 2015, is made by and between Zynga Inc., a Delaware corporation (the “Company”), and Don Mattrick (“Executive”, and together with the Company, the “Parties”).
Second Amendment AgreementShare Sale and Purchase Agreement • May 6th, 2021 • Zynga Inc • Services-computer processing & data preparation
