Uber Technologies, Inc Sample Contracts

UBER TECHNOLOGIES, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 9, 2024 Debt Securities
Indenture • September 9th, 2024 • Uber Technologies, Inc • Services-business services, nec • New York

Indenture, dated as of September 9, 2024, among Uber Technologies, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”):

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0.875% Convertible Senior Notes due 2028
Indenture • November 24th, 2023 • Uber Technologies, Inc • Services-business services, nec • New York

INDENTURE dated as of November 24, 2023 between UBER TECHNOLOGIES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in ‎Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in ‎Section 1.01).

c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282
Underwriting Agreement • April 26th, 2019 • Uber Technologies, Inc • Services-prepackaged software • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 15th, 2024 • Uber Technologies, Inc • Services-business services, nec • Delaware

This Indemnification Agreement (this “Agreement”) dated as of ___________ _____, ______, is made by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).

CREDIT AGREEMENT Dated as of September 26, 2024 among UBER TECHNOLOGIES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, The Other L/C Issuers Party Hereto, and The Other Lenders Party Hereto BofA SECURITIES,...
Credit Agreement • September 27th, 2024 • Uber Technologies, Inc • Services-business services, nec • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of September 26, 2024, among UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers from time to time party hereto.

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....
Joint Filing Agreement • May 9th, 2019 • Uber Technologies, Inc • Services-prepackaged software

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VII, 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

TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the Lenders party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC,...
Term Loan Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.

AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 5th, 2022 • Uber Technologies, Inc • Services-business services, nec • New York

THIS AMENDMENT NO. 9 TO REVOLVING CREDIT AGREEMENT, dated as of April 4, 2022 (this “Agreement”), is made by and among (i) UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (ii) RASIER, LLC, a Delaware limited liability company (the “Guarantor” and together with the Borrower, the “Loan Parties”), (iii) the Lenders party hereto and (iv) MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (such capitalized term and all other capitalized terms used and not otherwise defined herein having the meanings set forth in the Existing Credit Agreement referred to below unless the context otherwise requires).

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Uber Technologies, Inc. (“Counterparty”) as of the Trade Date specified below...
Call Option Transaction • November 24th, 2023 • Uber Technologies, Inc • Services-business services, nec

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern, except that with respect to the standards of Section 1.40 of the Equity Definitions, as expressly modified by Section 4 below, the Equity Definitions shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated November 20, 2023 (the “Offering Memorandum”) relating to the 0.875% Convertible Senior Notes due 2028 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 1,500,000,000 (as increased by [up to]2 an aggregate pr

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. VI,...
Joint Filing Agreement • May 9th, 2019 • Uber Technologies, Inc • Services-prepackaged software

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VI, 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

AMENDMENT NO. 2 TO TERM LOAN AGREEMENT
Term Loan Agreement • March 1st, 2021 • Uber Technologies, Inc • Services-business services, nec • New York

TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 2nd, 2023 • Uber Technologies, Inc • Services-business services, nec

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of June 2, 2023, among UBER TECHNOLOGIES, INC., a Delaware corporation (the “Company”), UBER INTERNATIONAL HOLDING CORPORATION, a Delaware corporation (the “Undersigned”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. Bank National Association), as trustee (the “Trustee”).

UBER TECHNOLOGIES, INC. UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT DECEMBER 3, 2014
Unsecured Pik Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Unsecured PIK Convertible Notes Purchase Agreement (the “Agreement”) is made as of December 3, 2014 (the “Agreement Date”) by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), DRT Investors Master Fund LP (the “GS Purchaser”) and the several investors listed on Schedule I hereto, if any (the “Additional Purchasers” and together with the GS Purchaser, the “Purchasers” and individually, a “Purchaser”).

Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83
Note Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

Uber Freight to Acquire Transplace Transaction will create an industry-leading combined Freight Technology Operating System to enable a comprehensive end-to- end shipper-to-carrier solution, unlocking new levels of efficiency and service.
Acquisition Agreement • July 22nd, 2021 • Uber Technologies, Inc • Services-business services, nec

SAN FRANCISCO AND FRISCO, TEXAS – July 22, 2021 – Uber Freight and Transplace have entered into a definitive agreement for Uber Freight to acquire Transplace for approximately $2.25 billion, consisting of up to $750 million in common stock of Uber Freight’s parent company, Uber Technologies, Inc. (NYSE: UBER) and the remainder in cash. Uber Freight will acquire Transplace from TPG Capital, the private equity platform of alternative asset firm TPG. Uber Freight’s acquisition of Transplace will create one of the leading logistics technology platforms, with one of the largest and most comprehensive managed transportation and logistics networks in the world. The transaction is subject to regulatory approval and other customary closing conditions.

Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83
Term Loan Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

TERM LOAN AGREEMENT dated as of April 4, 2018 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and CORTLAND CAPITAL MARKET SERVICES LLC, as the Administrative Agent.

Contract
Note • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

AMENDMENT NO. 4 TO TERM LOAN AGREEMENT
Term Loan Agreement • March 14th, 2023 • Uber Technologies, Inc • Services-business services, nec • New York

TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.

UBER TECHNOLOGIES, INC. AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Unsecured Pik Convertible Notes Purchase Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 24, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and ICQ Opportunities Fund 4, L.P., a Delaware limited partnership (the “Iconiq Purchaser”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

Uber Technologies, Inc. San Francisco, CA 94103 [DATE] EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2020 • Uber Technologies, Inc • Services-business services, nec • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon [EFFECTIVE DATE] [the date you commence employment, which shall be no later than [START DATE] (your “Start Date”)].

Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Google Maps Master Agreement
Google Maps Master Agreement • November 6th, 2020 • Uber Technologies, Inc • Services-business services, nec • California

This Google Maps Master Agreement is comprised of the Google Maps Master Agreement General Terms (“General Terms”), and all Services Schedules and Order Forms that are incorporated by reference into the Google Maps Master Agreement (collectively, the “Agreement”), and is entered into by Google LLC, with offices at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”) and Uber Technologies, Inc., with offices at 1455 Market Street, San Francisco, CA 94103 (“Customer”).

UBER TECHNOLOGIES, INC. AMENDMENT NO. 1 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Unsecured Pik Convertible Notes Purchase Agreement • December 6th, 2018 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 2, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and each New Purchaser as of the date hereof. Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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Uber Technologies, Inc.
Temporary Base Salary Change Agreement • August 7th, 2020 • Uber Technologies, Inc • Services-business services, nec

As a result of challenges related to COVID-19 (Novel Coronavirus) facing Uber Technologies, Inc. (the “Company”), the Company and you have agreed that, effective as of the next payroll date of the Company and for a period through December 31, 2020, the Company will reduce your base salary by one hundred percent (100%), less the portion of your salary needed to fund your participation in the Company’s health and welfare benefit programs at your current level of benefits. Your base salary will resume at the current rate (i.e., the rate in effect before the reduction) as of January 1, 2021.

AMENDMENT NO. 1 TO TERM LOAN AGREEMENT
Term Loan Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 2nd, 2023 • Uber Technologies, Inc • Services-business services, nec

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of September 6, 2019, among UBER TECHNOLOGIES, INC., a Delaware corporation (the “Company”), RASIER, LLC, a Delaware limited liability company (the “Undersigned”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2020 • Uber Technologies, Inc • Services-business services, nec

This Addendum to Employment Agreement (this “Addendum”) is made and entered into as of September 1, 2019 by and between Nelson Chai (“Employee”) and Uber Technologies, Inc. (the “Company”), a Delaware corporation.

UBER TECHNOLOGIES, INC. AMENDMENT NO. 1 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Unsecured Pik Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 2, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and each New Purchaser as of the date hereof. Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

UBER TECHNOLOGIES, INC. and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 24, 2023 0% Convertible Senior Notes due 2025
First Supplemental Indenture • November 24th, 2023 • Uber Technologies, Inc • Services-business services, nec • New York

FIRST SUPPLEMENTAL INDENTURE dated as of November 24, 2023 (this “First Supplemental Indenture”), between Uber Technologies, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture (as defined below).

Uber Technologies, Inc. San Francisco, CA 94103 April 9, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

Uber Technologies, Inc. San Francisco, CA 94103 April 9, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

ADDENDUM TO EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2021 • Uber Technologies, Inc • Services-business services, nec • Delaware

This Addendum to Employment Agreement (this “Addendum”) is made and entered into as of December 18, 2020 by and between Nikki Krishnamurthy (“Employee”) and Uber Technologies, Inc. (the “Company”), a Delaware corporation.

Uber Technologies, Inc. San Francisco, CA 94103 April 10, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

This offer letter supersedes and replaces all previous agreements or offer letters.
Employment Agreement • May 8th, 2020 • Uber Technologies, Inc • Services-business services, nec • Delaware

On behalf of Uber Technologies, Inc., a Delaware corporation (the “Company”), I am pleased to offer you the position of Vice President, Communications & Public Policy. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):

Uber Technologies, Inc. San Francisco, CA 94103 April 9, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

JOINDER AGREEMENT
Joinder Agreement • August 1st, 2023 • Uber Technologies, Inc • Services-business services, nec • New York

THIS JOINDER AGREEMENT, dated as of July 28, 2023 (this “Agreement”), by and among Uber Technologies, Inc. (the “Borrower”), the Guarantors party hereto, the lender set forth on Schedule I attached hereto (the “Incremental Revolving Loan Lender”), each Issuing Bank and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”).

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