CLOUDFLARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 13, 2021 0% Convertible Senior Notes due 2026Indenture • November 5th, 2021 • Cloudflare, Inc. • Services-prepackaged software • New York
INDENTURE dated as of August 13, 2021 between CLOUDFLARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Cloudflare, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 3rd, 2019 • Cloudflare, Inc. • Services-prepackaged software • New York
Cloudflare, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC 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 the Company’s Class A common stock, par value $0.001 per share (the “Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CLOUDFLARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 3rd, 2019 • Cloudflare, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Cloudflare, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [insert name] (“Indemnitee”).
ContractCloudflare, Inc. • August 15th, 2019 • Services-prepackaged software • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LEASE AGREEMENT BY AND BETWEEN CIVITAS EQUITY FUND I, LLC, a California limited liability company AS LANDLORD and CLOUDFLARE, INC., a Delaware corporation AS TENANT DATED APRIL 18, 2014Lease Agreement • August 15th, 2019 • Cloudflare, Inc. • Services-prepackaged software • California
THIS LEASE AGREEMENT is made and entered into by and between Landlord and Tenant as of the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease.”
August 30, 2019 Ms. Michelle Zatlyn c/o Cloudflare, Inc. San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Ms. Zatlyn:Letter Agreement • September 3rd, 2019 • Cloudflare, Inc. • Services-prepackaged software
This letter agreement (the “Agreement”) is entered into between Michelle Zatlyn (“you”) and Cloudflare, Inc. (the “Company” or “we”), effective as of August 30, 2019 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
San Francisco, California 94107 OFFICE LEASE AGREEMENT BETWEEN Ichi Juu Ichi, LLC, a California limited liability company (“Landlord”) AND Cloudflare, Inc., a Delaware corporation (“Tenant”)Office Lease Agreement • August 15th, 2019 • Cloudflare, Inc. • Services-prepackaged software • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the first day of November 2017 (“Effective Date”), by and between Ichi Juu Ichi, LLC, a California limited liability company (“Landlord”), and Cloudflare, Inc., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Base Year Expenses and Taxes), Exhibit C (Commencement Letter), Exhibit D (Building Rules and Regulations), Exhibit E (Assignment Limitations), Exhibit F (Work Letter), Exhibit G (Tenant Signage), Exhibit H (Subordination, Non-Disturbance and Attornment Agreement), and Exhibit I (Disability Access Obligations Notice).
CLOUDFLARE, INC. INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • August 15th, 2019 • Cloudflare, Inc. • Services-prepackaged software • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 4th day of September, 2018, by and among Cloudflare, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
CLOUDFLARE, INC.Performance Stock Option Award Agreement • April 21st, 2022 • Cloudflare, Inc. • Services-prepackaged software • Delaware
Capitalized terms that are not defined in this Notice of Performance Stock Option Grant and Performance Stock Option Agreement (the “Notice of Grant”), the Terms and Conditions of Performance Stock Option Grant, or any of the exhibits to these documents (all together, the “Agreement”) have the meanings given to them in the Cloudflare, Inc. 2019 Equity Incentive Plan (the “Plan”). This Agreement is a restatement of the prior agreement memorializing the terms of the Option, and supersedes and replaces such prior agreement in full.
