UserTesting, Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among THUNDER HOLDINGS, LLC THUNDER MERGER SUB, INC. and USERTESTING, INC. Dated as of October 26, 2022
Merger Agreement • October 27th, 2022 • UserTesting, Inc. • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of October 26, 2022 by and among Thunder Holdings, LLC, a Delaware limited liability company (“Parent”), Thunder Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and UserTesting, Inc., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “Parties” and, individually, a “Party”). All capitalized terms used herein shall have the respective meanings ascribed thereto in Annex A.

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INDEMNITY AGREEMENT
Indemnity Agreement • October 13th, 2021 • UserTesting, Inc. • Services-prepackaged software • Delaware

This Indemnity Agreement, dated as of ____________, 202__ is made by and between UserTesting, Inc., a Delaware corporation (the “Company”), and ____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

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l ] Shares USERTESTING, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2021 • UserTesting, Inc. • Services-prepackaged software • New York
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Change in Control and Severance Agreement
Change in Control and Severance Agreement • March 4th, 2022 • UserTesting, Inc. • Services-prepackaged software • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between Jon Pexton (the “Executive”) and UserTesting, Inc., a Delaware corporation (the “Company”), effective as of November 1, 2021 (the “Effective Date”).

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November 1, 2021 Mr. Jon Pexton Dear Jon:
Employment Agreement • March 4th, 2022 • UserTesting, Inc. • Services-prepackaged software

This letter agreement amends and restates the employment agreement between you and UserTesting, Inc. (the “Company”)1, dated March 2, 2021 (the “Prior Agreement”) effective November 1, 2021.

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Forrester Research Inc. Citation Agreement and Consent
Citation Agreement and Consent • October 13th, 2021 • UserTesting, Inc. • Services-prepackaged software

Subject to the terms and conditions set forth herein, Forrester Research, Inc. (“Forrester”) hereby consents to the quotation by UserTesting, Inc. (“Requester”), in the Registration Statement on Form S-1 to be filed by Requester with the Securities and Exchange Commission (the “Filing”), of the following Forrester information that has been published in print (the “Forrester Information”):

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November 1, 2021
Employment Agreement • November 8th, 2021 • UserTesting, Inc. • Services-prepackaged software

This letter agreement amends and restates the employment agreement between you and UserTesting, Inc. (the “Company”)1, dated September 18, 2019 (the “Prior Agreement”) effective November 1, 2021.

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LEASE AGREEMENT
Lease Agreement • October 13th, 2021 • UserTesting, Inc. • Services-prepackaged software • California

THIS LEASE AGREEMENT (this “Lease”) is entered into as of April ___, 2020 (the “Effective Date”), by and between SOMA HUB LLC, a California limited liability company (“Landlord”), and USER TESTING, INC., a California corporation (“Tenant”).

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CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • November 8th, 2021 • UserTesting, Inc. • Services-prepackaged software • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between David Satterwhite (the “Executive”) and UserTesting, Inc., a Delaware corporation (the “Company”), effective as of November 1, 2021 (the “Effective Date”).

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USER TESTING, INC., A CALIFORNIA CORPORATION WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 13th, 2021 • UserTesting, Inc. • Services-prepackaged software • California
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USER TESTING, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of February 20, 2020
Investors’ Rights Agreement • October 13th, 2021 • UserTesting, Inc. • Services-prepackaged software • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 20, 2020, by and among USER TESTING, INC., a California corporation (the “Company”), Darrell Benatar and David Garr (the “Founders”), holders of the Seed Series Preferred Stock (the “Seed Series Preferred Stock”) listed on Schedule A hereto (the “Seed Series Investors”), the holders of the Series A Preferred Stock (the “Series A Preferred Stock”) listed on Schedule B hereto (the “Series A Investors”), the holders of the Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) listed on Schedule C hereto (the “Series A-1 Investors”), the holders of Series B Preferred Stock (the “Series B Preferred Stock”) listed on Schedule D hereto (the “Series B Investors”), the holders of the Series C Preferred Stock (the “Series C Preferred Stock”) listed on Schedule E hereto (the “Series C Investors”), the holders of Series D Preferred Stock (the “Series D Preferred Stock”) listed on Schedule F here

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