SNAP INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 11, 2022 0.125% Convertible Senior Notes due 2028Indenture • February 11th, 2022 • Snap Inc • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of February 11, 2022 between SNAP 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).
Shares SNAP INC. CLASS A COMMON STOCK (PAR VALUE $0.00001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2017 • Snap Inc • Services-computer programming, data processing, etc. • New York
The undersigned understands that Morgan Stanley & Co. LLC and Goldman, Sachs, & Co. (each, a “Representative” and together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Snap Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule I to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, $0.00001 par value per share, of the Company (the “Class A Common Stock”).
To: Snap Inc. 3000 31st Street Santa Monica, CA 90405 Attention: General Counsel Email: legalnotice@snap.com A/C: [______] From: [Dealer] Re: [Base][Additional] Call Option Transaction Ref. No: [Insert Reference Number] Date: February [__], 2022Snap Inc • February 11th, 2022 • Services-computer programming, data processing, etc. • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [__________] (“Dealer”) and Snap Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
To: Snap Inc. 2772 Donald Douglas Loop North Santa Monica, CA 90405 Attention: General Counsel Email: legalnotice@snap.com A/C: [ ] From: [Dealer] Re: [Base][Additional] Call Option Transaction Ref. No: [Insert Reference Number] Date: April [23], 2020Letter Agreement • April 28th, 2020 • Snap Inc • Services-computer programming, data processing, etc.
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Snap Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
SNAP INC. INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2017 • Snap Inc • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Snap Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SNAP INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 2nd, 2017 • Snap Inc • Services-computer programming, data processing, etc. • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 31, 2016, by and among SNAP INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor” and the holders listed on Exhibit B hereto, referred to hereinafter as the “Founders” and each individually as a “Founder.”
REVOLVING CREDIT AGREEMENT dated as of July 29, 2016 among SNAPCHAT, INC., as the Borrower, the Lenders party hereto, the Issuing Banks party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent MORGAN STANLEY SENIOR FUNDING,...Guaranty Agreement • December 7th, 2016 • Snap Inc • Services-computer programming, data processing, etc. • New York
REVOLVING CREDIT AGREEMENT dated as of July 29, 2016 among SNAPCHAT, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.
SNAP INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [●], 20Warrant Agreement • May 2nd, 2018 • Snap Inc • Services-computer programming, data processing, etc. • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between SNAP INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
CO-FOUNDER’S AGREEMENTS Agreement • July 21st, 2022 • Snap Inc • Services-computer programming, data processing, etc. • Delaware
This Co-Founder’s Agreement (this “Agreement”) is made as of July 21, 2022 (the “Effective Date”), among Snap Inc., a Delaware corporation (the “Company”), Robert Murphy (“Co-Founder”), and the other Holders signatory hereto (each, a “Party” and collectively the “Parties”). Capitalized terms used but not otherwise defined have the meaning set forth in Section 1.
SNAP INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 13, 2024 0.50% Convertible Senior Notes due 2030Indenture • May 13th, 2024 • Snap Inc • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of May 13, 2024 between SNAP 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).
SNAP INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [•], 20Warrant Agreement • February 5th, 2021 • Snap Inc • Services-computer programming, data processing, etc. • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SNAP INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
AMENDMENT NO. 1 TO THE CO-FOUNDER’S AGREEMENT’s Agreement • May 17th, 2024 • Snap Inc • Services-computer programming, data processing, etc.
This AMENDMENT NO. 1 TO THE CO-FOUNDER’S AGREEMENT (this “Amendment”), dated as of May 16, 2024, is entered into among Snap Inc., a Delaware corporation (the “Company”), Robert Murphy (“Co-Founder”), and the other Holders signatory hereto. The parties to this Amendment are each referred to individually as a “Party” and are referred to collectively as the “Parties” herein.
TIME SHARING AGREEMENTTime Sharing Agreement • October 26th, 2018 • Snap Inc • Services-computer programming, data processing, etc. • California
THIS TIME SHARING AGREEMENT (“Agreement”) is entered into this [__] day of [____] (“Effective Date”) by and between Snap Inc., a Delaware corporation (“Lessor”), and the individual identified in Exhibit A hereto, as lessee (“Lessee”). Lessor and Lessee are hereinafter sometimes referred to individually as “Party” and also collectively as “Parties”.
BigQuery Flat-rate Pricing AddendumSnap Inc • February 6th, 2019 • Services-computer programming, data processing, etc.
This Addendum (the “Addendum”) amends the Google Cloud Platform License Agreement previously entered into between Google LLC ("Google") and the customer in the signature block below (the "Customer") (the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date countersigned by the last party (the “Addendum Effective Date”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 13th, 2018 • Snap Inc • Services-computer programming, data processing, etc. • New York
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of August 13, 2018 (this “Agreement”), by and among Snap Inc. (the “Borrower”), the Lenders party hereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 9th, 2019 • Snap Inc • Services-computer programming, data processing, etc. • New York
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of August 6, 2019 (this “Agreement”), by and among Snap Inc. (the “Borrower”), the Lenders party hereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”).
Snap Pricing Addendum No. 10 for Google Cloud PlatformSnap Inc • October 23rd, 2019 • Services-computer programming, data processing, etc.
This Addendum (the “Addendum”) amends the Google Cloud Platform License Agreement or the Google Cloud Master Agreement previously entered into between Google (“Google”) and the customer in the signature block below (the “Customer”) (as applicable, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date countersigned by the last party (the “Addendum Effective Date”).
February 5, 2019 Tim Stone Via Email Re: Transition Agreement Tim, This letter outlines the terms of your voluntary resignation from Snap Inc. (“Snap”).Snap Inc • February 6th, 2019 • Services-computer programming, data processing, etc.
OPTION AGREEMENT AMENDMENTOption Agreement • November 8th, 2017 • Snap Inc • Services-computer programming, data processing, etc.
This Option Agreement Amendment (“Amendment”), entered into between Tim Sehn (the “Optionee”) and Snap Inc., a Delaware corporation (the “Company”), is effective as of November 7, 2017 (“Amendment Effective Date”), and amends that certain Stock Option Grant Notice and Agreement, dated September 6, 2013 (the “Agreement”) under the Company’s 2012 Equity Incentive Plan (the “Plan”). Capitalized terms used in this Amendment and not defined have the meanings provided to such terms in the Agreement or the Plan, as applicable.
Snap Pricing Addendum No. 9 for Google Cloud PlatformSnap Inc • October 23rd, 2019 • Services-computer programming, data processing, etc.
This Addendum No. 9 (the “Addendum”) amends the Google Cloud Platform License Agreement or the Google Cloud Master Agreement previously entered into between Google (“Google”) and the customer in the signature block below (the “Customer”) (as applicable, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date countersigned by the last party (the “Addendum Effective Date”).
Addendum No. 4 to the Google Cloud Platform License AgreementSnap Inc • May 2nd, 2018 • Services-computer programming, data processing, etc.
This Addendum No. 4 (the “Addendum”) amends the Google Cloud Platform License Agreement previously entered into between Google LLC ("Google"), and the customer set out in the signature block below (the "Customer") (the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date on which it is signed by Google (the “Addendum Effective Date”).
JOINDER AGREEMENTJoinder Agreement • February 22nd, 2018 • Snap Inc • Services-computer programming, data processing, etc. • New York
THIS JOINDER AGREEMENT, dated as of February 20, 2018 (this “Agreement”), by and among Snap Inc. (the “Borrower”), the lender set forth on Schedule I attached hereto (the “Incremental Revolving Loan Lender”) and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”).
Addendum No. 3 to the Google Cloud Platform License AgreementSnap Inc • February 22nd, 2018 • Services-computer programming, data processing, etc.
This Addendum No. 3 (the “Addendum”) amends the Google Cloud Platform License Agreement previously entered into between Google Inc. ("Google"), and the customer set out in the signature block below (the "Customer") (the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date on which it is signed by Google (the “Addendum Effective Date”).
August 29, 2022 Jeremi Gorman Via Email Re: Transition Agreement Jeremi,Snap Inc • August 31st, 2022 • Services-computer programming, data processing, etc.
The letter below outlines the terms of your separation from Snap Inc. (“Snap”). The effective date of this letter is the date Snap signs below.
Amendment to Google Cloud Platform License AgreementSnap Inc • November 8th, 2017 • Services-computer programming, data processing, etc.
This Amendment (“Amendment”) is entered into by Snap Inc. (“Snap US”), Snap Group Limited (“Snap UK”) and Google Inc. (“Google”). This Amendment amends the Google Cloud Platform License Agreement effective January 30, 2017, by and between Snap US and Google, (the “Agreement”). This Amendment is effective as of the date last signed by the parties below (the “Amendment Effective Date”). Capitalized terms not defined in this Amendment will have the meaning ascribed to them under the Agreement.
SNAP INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [●], 20Warrant Agreement • May 2nd, 2018 • Snap Inc • Services-computer programming, data processing, etc. • New York
This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between SNAP INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SNAP INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesSnap Inc • May 2nd, 2018 • Services-computer programming, data processing, etc. • New York
To: Snap Inc. 3000 31st Street Santa Monica, CA 90405 Attention: General Counsel Email: legalnotice@snap.com A/C: [______] From: [Dealer] Re: [Base][Additional] Call Option Transaction Ref. No: [Insert Reference Number] Date: May [_], 2024Letter Agreement • May 13th, 2024 • Snap Inc • Services-computer programming, data processing, etc. • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [__________] (“Dealer”) and Snap Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
Jared Grusd Via Email Re: New Employment Agreement and Transition Agreement Jared,Snap Inc • February 5th, 2021 • Services-computer programming, data processing, etc.
This letter outlines the terms of the transition of your role at Snap Inc. (“Snap”) from Chief Strategy Officer to Strategic Advisor. The effective date of this letter is the date Snap signs below.
SNAP INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [•], 20Warrant Agreement • February 5th, 2021 • Snap Inc • Services-computer programming, data processing, etc. • New York
This DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SNAP INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Re: Transition AgreementSnap Inc • May 7th, 2018 • Services-computer programming, data processing, etc.
This letter outlines the terms of your departure from Snap Inc. (“Snap”). Snap appreciates how you built our finance department from the ground up, prepared us for our IPO last year, and helped us build a cost structure that will enable us to scale our business into the future.
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 28th, 2020 • Snap Inc • Services-computer programming, data processing, etc. • New York
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of April 23, 2020 (this “Agreement”), by and among Snap Inc. (the “Borrower”), the Lenders party hereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”).
Google Cloud Platform Discount AddendumSnap Inc • November 8th, 2017 • Services-computer programming, data processing, etc.
This Addendum (the “Addendum”) amends the Google Cloud Platform License Agreement previously entered into between Google Inc. ("Google") and the customer in the signature block below (the "Customer") (the “Agreement”). Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. This Addendum will be effective from the date countersigned by the last party (the “Addendum Effective Date”).
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 30th, 2021 • Snap Inc • Services-computer programming, data processing, etc. • New York
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of April 27, 2021 (this “Agreement”), by and among Snap Inc. (the “Borrower”), the Lenders party hereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”).
September 9, 2018 Via Email Imran Khan Re: Transition Agreement Dear Imran,Snap Inc • September 10th, 2018 • Services-computer programming, data processing, etc.
This letter outlines the terms of your voluntary resignation from Snap Inc. (“Snap”). Snap sincerely appreciates all of your hard work in your role as Chief Strategy Officer. You helped build this company to where it is today, and we wish you success in your future endeavors.
