WIX.COM LTD. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 13, 2020 0% Convertible Senior Notes due 2025Indenture • August 13th, 2020 • Wix.com Ltd. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of August 13, 2020 between WIX.COM LTD., an Israeli 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).
Morgan Stanley & Co. LLC New York, NY 10036Call Option Transaction • August 13th, 2020 • Wix.com Ltd. • 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 Morgan Stanley & Co. LLC (“Dealer”) and Wix.com Ltd. (“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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Morgan Stanley & Co. LLC New York, NY 10036Base Call Option Transaction • August 13th, 2020 • Wix.com Ltd. • 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 Morgan Stanley & Co. LLC (“Dealer”) and Wix.com Ltd. (“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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
WIX.COM LTD. [•] Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 23rd, 2013 • Wix.com Ltd. • Services-computer programming, data processing, etc. • New York
Wix.com Ltd., a company organized under the laws of the State of Israel formerly known as Wixpress Ltd. (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] Ordinary Shares, par value NIS 0.01 per share, of the Company (“Ordinary Shares”), and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [•] Ordinary Shares of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [•] Ordinary Shares (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The ordinary shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to her
JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP EnglandAdditional Call Option Transaction • July 6th, 2018 • Wix.com Ltd. • 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 JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Wix.com Ltd. (“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. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 2013 • Wix.com Ltd. • Services-computer programming, data processing, etc. • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 24, 2013 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) WIXPRESS LTD., a company organized under the laws of the State of Israel (“Ltd”) and WIX.COM, INC., a Delaware corporation (“Inc”) (Ltd and Inc are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ADDENDUM 2 (Effective Date: November 1, 2014)Managed Server Service Agreement • March 31st, 2015 • Wix.com Ltd. • Services-computer programming, data processing, etc.
This Addendum 2 replaces the Addendum 1 dated September 1, 2013 and is in addition to, and incorporated as part of, the Managed Server Service Agreement dated September 1, 2013 (“Agreement”) between Hostway Services, Inc. of 100 North Riverside Plaza, 8th Floor, Chicago, Illinois 60606 (“Hostway”) and Wix.com Ltd. of 40 Namal Tel-Aviv St. Tel-Aviv Israel 6350671 and its US subsidiary Wix.com Inc. from of 500 Terry A Francois, 6th Floor, San Francisco, California 94158 (“Wix”). All terms in this Addendum 2 beginning with capital letters, and all undefined terms, have the same meaning as in the Agreement and Hostway’s online Terms of Use (http://www.hostway.com/legal/terms_of_use.html) (“TOU”).
Amended and Restated Shareholders AgreementShareholder Agreement • October 23rd, 2013 • Wix.com Ltd. • Services-computer programming, data processing, etc.
This Amended and Restated Shareholders Agreement (“Agreement”) is made as of the 22nd day of October, 2013, by and among Wix.com Ltd., an Israeli company (together with any successor entity, the “Company”), the Persons whose names and addresses are listed on Schedule I(a) (the “Ordinary Shareholders”), the Persons whose names and addresses are listed on Schedule I(b) (the “Preferred Shareholders”).
ContractManaged Server Service Agreement • October 1st, 2013 • Wix.com Ltd. • Services-computer programming, data processing, etc. • Illinois
Customer wishes Hostway to provide the products and services as set forth in this Agreement (including any Order Forms executed between the Parties) and Hostway is willing to provide such products and services under the terms and conditions specified in this Agreement.
Shareholders AgreementShareholders Agreement • May 30th, 2013 • Wixpress Ltd. • Services-computer programming, data processing, etc.
This Shareholders Agreement (“Agreement”) is made as of the March 24, 2011, by and among Wixpress Ltd., an Israeli company (the “Company”), the Persons whose names and addresses are listed on Schedule I(a) (the “Ordinary Shareholders”), the Persons whose names and addresses are listed on Schedule I(b) (the “Preferred Shareholders”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2013 • Wix.com Ltd. • Services-computer programming, data processing, etc.
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 2013, is entered into by and between Wix.com Ltd., an Israeli company, whose address is 40 Namal Tel Aviv St., Tel Aviv, Israel (the “Company”), and Indemnitee set forth on the signature page hereto (the “Indemnitee”).
