MEDALLIA, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • New York
MEDALLIA, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 18, 2020 0.125% Convertible Senior Notes due 2025Indenture • September 18th, 2020 • Medallia, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of September 18, 2020, between MEDALLIA, 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).
MEDALLIA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Medallia, Inc., a Delaware corporation (the “Company”), and [insert name] (“Indemnitee”).
ContractWarrant Agreement • April 5th, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • 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.
MEDALLIA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 8th, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of February 25, 2019, by and among MEDALLIA, INC., a Delaware corporation (the “Company”), the Founders (as defined below), and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AGREEMENT AND PLAN OF MERGER between PROJECT METAL PARENT, LLC, PROJECT METAL MERGER SUB, INC. and MEDALLIA, INC. Dated July 25, 2021Merger Agreement • July 27th, 2021 • Medallia, Inc. • Services-computer programming, data processing, etc. • Delaware
This agreement and plan of merger (this “Agreement”) is dated July 25, 2021, among Project Metal Parent, LLC, a Delaware limited liability company (“Parent”), Project Metal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Medallia, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
June 27, 2019 Mr. Leslie Stretch c/o Medallia, Inc. San Francisco, California 94105 Dear Mr. Stretch:Employment Agreement • July 8th, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc.
This letter agreement (the “Agreement”) is entered into between Leslie Stretch (“you”) and Medallia, Inc. (the “Company” or “we”), effective as of June 27, 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.
AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDALLIA, INC. STEELY MERGER SUB, INC., STELLASERVICE INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS REPRESENTATIVE DATED AS OF SEPTEMBER 1, 2020Merger Agreement • September 9th, 2020 • Medallia, Inc. • Services-computer programming, data processing, etc. • Delaware
OFFICE LEASEOffice Lease • June 21st, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between BRE MARKET STREET PROPERTY OWNER LLC, a Delaware limited liability (“Landlord”), and MEDALLIA, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); Exhibit G (Asbestos Notification); Exhibit H (Form of Letter of Credit); and Exhibit I (Initial Tenant Work).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 21st, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • California
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 7, 2016 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, CA 94304 (“Bank”), and MEDALLIA, INC., a Delaware corporation with offices located at 395 Page Mill Road, Suite 100, Palo Alto, CA 94306 (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
VOTING AGREEMENTVoting Agreement • July 27th, 2021 • Medallia, Inc. • Services-computer programming, data processing, etc. • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of July 25, 2021 (the “Agreement Date”), by and among Project Metal Parent, LLC, a Delaware limited liability company (“Parent”), Medallia, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party.”
MEDALLIA, INC. (a Delaware corporation)Purchase Agreement • September 18th, 2020 • Medallia, Inc. • Services-computer programming, data processing, etc. • New York
indenture dated as of September 18, 2020 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Securities will be convertible into cash, shares (the “Underlying Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), or a combination of cash and Underlying Shares at the option of the Company, as set forth in the Indenture.
MEDALLIA, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 12th, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • California
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of July 18, 2019, by and among Medallia, Inc., a Delaware corporation (the “Company”) and SCGE Fund, L.P., a Cayman Islands exempted limited partnership (the “Investor”).
MEDALLIA, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 28th, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • California
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of [ ], 2019, by and among Medallia, Inc., a Delaware corporation (the “Company”) and SCGE Fund, L.P., a Cayman Islands exempted limited partnership (the “Investor”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 2nd, 2021 • Medallia, Inc. • Services-computer programming, data processing, etc. • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 29, 2021, between MEDALLIA, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
FIRST AMENDMENTOffice Lease • June 9th, 2020 • Medallia, Inc. • Services-computer programming, data processing, etc.
THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of February 10, 2020, by and between MARKET CENTER OWNER, LP, a Delaware limited partnership ("Landlord"), and MEDALLIA, INC., a Delaware corporation ("Tenant").
ContractWarrant Agreement • June 21st, 2019 • Medallia, Inc. • Services-computer programming, data processing, etc. • 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.
FORM OF TERMINATION AGREEMENTTermination Agreement • November 2nd, 2021 • Medallia, Inc. • Services-computer programming, data processing, etc. • New York
This TERMINATION AGREEMENT (this “Termination Agreement”) with respect to the Call Option Confirmations (as defined below) is made as of October [●], 2021 between [●] (“Dealer”) and Medallia, Inc. (“Counterparty”), a Delaware corporation.
