ZENDESK, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 16, 2020 0.625% Convertible Senior Notes due 2025Indenture • June 17th, 2020 • Zendesk, Inc. • Services-computer processing & data preparation • New York
INDENTURE dated as of June 16, 2020 between ZENDESK, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Zendesk, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 16th, 2015 • Zendesk, Inc. • Services-computer processing & data preparation • New York
Zendesk, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [—] shares and, at the election of the Underwriters, up to [—] additional shares of common stock, par value $0.01 per share (“Stock”), of the Company. The stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters an aggregate of [—] shares of Stock. The aggregate of [—] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of up to [—] additional shares 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 hereo
Zendesk, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 5th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • New York
Zendesk, Inc., 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”) for whom you 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 common stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”).
ContractWarrant Agreement • April 10th, 2014 • Zendesk, 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 “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AGREEMENT AND PLAN OF MERGER by and among ZORO BIDCO, INC., ZORO MERGER SUB, INC., ZENDESK, INC. Dated as of June 24, 2022Merger Agreement • June 24th, 2022 • Zendesk, Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2022 (this “Agreement”), is by and among Zoro BidCo, Inc., a Delaware corporation (“Parent”), Zoro Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Zendesk, Inc., a Delaware corporation (the “Company”).
ZENDESK, INC. Indemnification AgreementIndemnification Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Zendesk, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ZENDESK, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT SEPTEMBER 5, 2012Investors’ Rights Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 5, 2012, by and among Zendesk, Inc., a Delaware corporation (including its predecessors, the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor,” and collectively, the “Investors”).
1019 MARKET STREET LEASE AGREEMENT 1019 MARKET ST. PROPERTY, LLC, a Delaware limited liability company, as Landlord, and ZENDESK, INC., a Delaware corporation, as TenantLease Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation
This Lease Agreement, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Lease Agreement and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between 1019 MARKET ST. PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and ZENDESK, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • California
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 30th day of December, 2013, by and between SILICON VALLEY BANK (“Bank”) and ZENDESK, INC., a Delaware corporation (“Borrower”).
SECOND AMENDMENT TO LEASE (989 Market Street)Lease • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 11th day of August, 2011 (“Effective Date”) by and between 989 MARKET ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”) and ZENDESK INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • California
This FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 14th day of June, 2013, by and between SILICON VALLEY BANK (“Bank”) and ZENDESK, INC., a Delaware corporation (“Borrower”).
SUBLEASE BETWEEN ZOOSK, INC. AND ZENDESK, INC. SAN FRANCISCO, CALIFORNIA Portion of the Fourth (4th) FloorSublease • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • California
THIS SUBLEASE (“Sublease”) is entered into as of August 1, 2012 (the “Effective Date”), by and between ZOOSK, INC., a Delaware corporation (“Sublandlord”) and ZENDESK, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
OFFICE LEASEOffice Lease • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • California
THIS OFFICE LEASE (this “Lease”) dated April 29, 2011 (for reference purposes only), is executed by and between 989 MARKET STREET, LLC (“Landlord”) and ZENDESK INC., a Delaware Corporation (“Tenant”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • California
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this day of February 7, 2014, by and between SILICON VALLEY BANK (“Bank”) and ZENDESK, INC., a Delaware corporation (“Borrower”).
SHARE PURCHASE AND SALE AGREEMENT by and among ZENDESK, INC., ZOPIM TECHNOLOGIES PTE LTD, THE SELLERS (as defined herein), certain of the VESTED OPTIONHOLDERS (as defined herein), and ROYSTON TAY, as the Representative of the Sellers for purposes of...Share Purchase and Sale Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • Delaware
THIS SHARE PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of March 14, 2014, by and among the Sellers listed on Exhibit A-1 hereto (the “Sellers”), certain of the Vested Optionholders (as defined below) listed on Exhibit A-2 hereto, Zopim Technologies Pte Ltd, a private limited company duly organized under the laws of Singapore (the “Company”), Zendesk, Inc., a Delaware corporation (the “Buyer”), and Royston Tay as the representative of the Sellers and Vested Optionholders (the “Seller Representative”).
FIRST AMENDMENT TO LEASE (989 Market Street)Lease • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 28th day of June, 2011 (“Effective Date”) by and between 989 MARKET STREET, LLC, a Nevada limited liability company (“Landlord”) and ZENDESK INC., a Delaware corporation (“Tenant”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 19th, 2015 • Zendesk, Inc. • Services-computer processing & data preparation
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of October 13, 2015 (the “Closing Date”), by and among Zendesk Inc., a Delaware corporation (“Buyer”), We Are Cloud, SAS, a French corporation (the “Company”) and the sellers listed on the signature pages hereto (each a “Seller” and collectively, the “Sellers”).
THIRD AMENDMENT TO LEASELease • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is entered into as of September 11, 2013 (the “Third Amendment Effective Date”), by and between HMC MID-MARKET VENTURES LLC, a Delaware limited liability company (“Landlord”) and ZENDESK INC., Delaware corporation (“Tenant”) with reference to the following facts:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 12, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ZENDESK, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 22nd, 2022 • Zendesk, Inc. • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 22, 2022 (this “Supplemental Indenture”), between ZENDESK, INC., a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 19th, 2015 • Zendesk, Inc. • Services-computer processing & data preparation
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of October 13, 2015 (the “Closing Date”), by and among Zendesk, Inc., a Delaware corporation (“Buyer”), We Are Cloud, SAS, a French corporation (the “Company”), the sellers listed on the signature pages hereto (each a “Seller” and collectively, the “Sellers”) and Mrs. Rachel Delacour and Alven Capital Partners, represented by Mr. Jérémy Uzan, as the Sellers’ Representatives.
INDUCEMENT AWARD RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 6th, 2016 • Zendesk, Inc. • Services-computer processing & data preparation • Delaware
Zendesk, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company subject to the terms and conditions set forth herein and in the Terms and Conditions of the Inducement Award, attached hereto as Exhibit A (the “T&C”). For the avoidance of doubt, this Award is not issued under the Company’s 2014 Stock Option and Incentive Plan, and does not reduce the share reserve under such equity plan. This Award is granted as an “employment inducement award” pursuant to the exemption provided by Section 303A.08 of the New York Stock Exchange Listed Company Manual.
ContractTransition and Separation Agreement • July 28th, 2022 • Zendesk, Inc. • Services-computer processing & data preparation • California
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (RELATIVE TSR AND REVENUE GROWTH) UNDER THE ZENDESK, INC.Performance Restricted Stock Unit Award Agreement • March 3rd, 2022 • Zendesk, Inc. • Services-computer processing & data preparation • Delaware
Pursuant to the Zendesk, Inc. 2014 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Zendesk, Inc. (the “Company”) hereby grants an award (the “Award”) of the target number of Restricted Stock Units listed above assuming target performance (the “Target Award”) (and up to the maximum number of Restricted Stock Units listed above), with the actual number of RSUs earned to be based on actual performance and continued services to the Company as more specifically covered below, to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company. The Award shall be governed by and subject to the terms of the Plan and this Performance Restricted Stock Unit Award Agreement (the “Award Agreement”) including any additional terms and conditions for the Grantee’s country set forth in any appendix to this Award Agreement (the “Appendix”) (together with the Award Agreement, the “Agreem
FIFTH AMENDMENT TO LEASE ZENDESK, INC.Lease • November 3rd, 2017 • Zendesk, Inc. • Services-computer processing & data preparation • California
Fifth Amendment to Lease (“Fifth Amendment”) dated as of August 2, 2017 (the “Effective Date”) by and between ASB 989 MARKET, LLC, a Delaware limited liability company (“Landlord”), and ZENDESK, INC., a Delaware corporation (“Tenant”).
LEASE ARTICLE 1—BASIC LEASE PROVISIONSLease Agreement • June 27th, 2016 • Zendesk, Inc. • Services-computer processing & data preparation • California
Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property from any cause, and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense of Tenant. The elevator designated for freight by Landlord shall be available for use by all tenants in the Building during the hours and pursuant to such procedures as Landlord may determine from time to time. The persons employed to move Tenant’s equipment, material, furniture or other property in or out of the Building must be acceptable to Landlord. The moving company must be a locally recognized professional mover, whose primary business is the performing of relocation services, and must be bonded and fully insured. In no event shall Tenant employ any person or company whose presence may gi
SIXTH AMENDMENT TO LEASE ZENDESK, INC.Lease • February 14th, 2019 • Zendesk, Inc. • Services-computer processing & data preparation • California
This Sixth Amendment to Lease (this "Amendment") is made as of the th day of January 25, 2019 (the "Effective Date") by and between ASB 989 MARKET, LLC, a Delaware limited liability company ("Landlord"), and ZENDESK, INC., a Delaware corporation ("Tenant").
ContractIndemnification Agreement • July 30th, 2021 • Zendesk, Inc. • Services-computer processing & data preparation • Delaware
1019 MARKET STREET LEASE AGREEMENTLease Agreement • November 6th, 2014 • Zendesk, Inc. • Services-computer processing & data preparation
This Lease Agreement, which includes the preceding Summary attached hereto and incorporated herein by this reference (the Lease Agreement and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between 1019 MARKET ST. PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and ZENDESK, INC., a Delaware corporation (“Tenant”).
Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.comMerger Agreement • January 5th, 2022 • Zendesk, Inc. • Services-computer processing & data preparation
This opinion letter is being delivered to you in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 28, 2021, by and among Zendesk, Inc., a Delaware corporation (“Parent”), Milky Way Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and Momentive Global Inc., a Delaware corporation (the “Company”), and the Registration Statement on Form S-4 (including the Joint Proxy Statement/Prospectus contained therein) initially filed by the Parent on December 6, 2021 with the Securities and Exchange Commission under the Securities Act of 1933 (the “Act”) in connection with the Merger (as amended through the date hereof, the “Form S-4”).1
FOURTH AMENDMENT TO LEASE Zendesk, Inc.Lease • May 8th, 2017 • Zendesk, Inc. • Services-computer processing & data preparation
Fourth Amendment to Lease (this "Fourth Amendment") dated as of January 19, 2017, between ASB 989 Market, LLC, a Delaware limited liability company ("Landlord") and Zendesk Inc., a Delaware corporation ("Tenant").
OFFICE LEASEOffice Lease • August 3rd, 2018 • Zendesk, Inc. • Services-computer processing & data preparation • California
This Office Lease (this “Lease”) is made as of the 22 day of June, 2018 (the “Effective Date”), in San Francisco, California by and between Marlin Cove, Inc., a California corporation and SF Prosperity 1, LLC, a California limited liability company, as tenants-in-common (collectively, “Landlord”), and the person named below as “Tenant”. Under the terms, covenants, and conditions of this Lease, Landlord hereby leases to Tenant, and Tenant leases from Landlord, the real property described below as the Premises. This Lease consists of the Special Lease Terms, Basic Lease Terms, and any Exhibits.
