6,100,000 Shares YEXT, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2019 • Yext, Inc. • Services-computer processing & data preparation • New York
Yext, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,100,000 shares of its Common Stock, par value $0.001 per share (the “Firm Shares”). Any reference herein to the Underwriters shall be deemed to refer to a single Underwriter if only a single Underwriter is named in Schedule I hereto.
YEXT, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2017 • Yext, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ ], 2017 (the “Effective Date”), and is between Yext, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
YEXT, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 17th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
Unless otherwise defined herein, the terms defined in the Yext, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 27th, 2022 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS Credit Agreement (this “Agreement”), dated as of March 11, 2020, is entered into by and among YEXT, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).
ContractWarrant Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AGREEMENT OF LEASE between Landlord and YEXT, INC. Tenant Dated as of May 24, 2012Lease Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation
LEASE (this “Lease”) made as of the day of May 2012 (the “Effective Date”) between 1 MADISON OFFICE FEE LLC, having an office c/o SL Green Realty Corp., at 420 Lexington Avenue, New York, New York, 10170, hereinafter collectively referred to as “Landlord”, and YEXT, INC., a Delaware corporation, having an office at 75 9th Avenue, 7th Floor, New York, New York 10011, hereinafter referred to as “Tenant”, The term “Named Tenant” shall be deemed to be referring to Yext, Inc.
ContractCommon Stock Purchase Warrant • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
YEXT, INC. FIFTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS FIFTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of May, 2014, by and among Yext, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.001 par value per share (“Series A Preferred Stock”), listed on Schedule A (the “Series A Holders”), each holder of Series B Preferred Stock, $0.001 par value per share (“Series B Preferred Stock”), listed on Schedule A (the “Series B Holders”), each holder of Series C Preferred Stock, $0.001 par value per share (“Series C Preferred Stock”), listed on Schedule A (the “Series C Holders”), each holder of Series D Preferred Stock, $0.001 par value per share (“Series D Preferred Stock”), listed on Schedule A (the “Series D Holders”), each holder of Series E Preferred Stock, $0.001 par value per share (“Series E Preferred Stock”), listed on Schedule A (the “Series E Holders”) and each person or entity named as a “Purchaser” of the Company’s Seri
SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS SIXTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 28th day of May, 2014, by and among Yext, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A attached hereto and the Key Holders listed on Schedule B attached hereto.
YEXT, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 28th day of May, 2014, by and among Yext, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which (including the Founders (as defined herein) in their capacities as Investors) is referred to in this Agreement as an “Investor”, and, solely for purposes of the provisions herein relating to Founder Shares (as defined herein), the Founders in their capacities as Founders.
YEXT, INC. ADVISOR AGREEMENTAdvisor Agreement • September 18th, 2023 • Yext, Inc. • Services-computer processing & data preparation • New York
This Advisor Agreement (“Agreement”) is made and entered into as of October 1, 2023 (the “Effective Date”) by and between Yext, Inc., a Delaware corporation (the “Yext” or the “Company”), and the individual named on the signature page of this Agreement (“Advisor”). Yext desires to retain Advisor as an independent contractor to serve as an advisor to perform certain advisory services for Yext, and Advisor is willing to perform such services, on terms set forth more fully below. Nothing contained in this Agreement shall be deemed to amend or modify any term or condition contained in the Employee Covenants Agreement and Alternative Dispute Resolution Agreement signed by Advisor on September 22, 2015. Capitalized terms used but not defined herein shall have the respective meanings set forth in the as detailed in the Separation and Release Agreement between Advisor and Yext, dated September 17, 2023 (the “Separation Agreement”). In consideration of the mutual promises contained herein, the
AGREEMENT AND PLAN OF MERGER BY AND AMONG YEXT, INC., HOUSTON MERGER SUB, INC., HEARSAY SOCIAL, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES, LLC as STOCKHOLDER REPRESENTATIVE Dated as of June 10, 2024Merger Agreement • June 10th, 2024 • Yext, Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of June 10, 2024 by and among Yext, Inc., a Delaware corporation (“Parent”), Houston Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), Hearsay Social, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company’s stockholders (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New Jersey
THIS STOCK TRANSFER AGREEMENT (the “Agreement”) is made and entered into as of December 22, 2009 by and between Brian Distelburger, an individual (the “Transferor”), and Lindsey Distelburger, an individual (the “Transferee”).
STOCK OPTION AGREEMENTStock Option Agreement • April 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is made as of March 3, 2011 (the “Effective Date”), by and between Michael Walrath (the “Optionee”) and Yext, Inc., a Delaware corporation (the “Company”).
YEXT, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 17th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
Unless otherwise defined herein, the terms defined in the Yext, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
ContractWarrant Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CREDIT SUISSE (USA), INC.Lease • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
LEASE (this “Lease”), dated as of May 15, 2014, between CREDIT SUISSE (USA), INC. (“Landlord”), a Delaware corporation whose address is Eleven Madison Avenue, New York, New York 10010-3629, and YEXT, INC. (“Tenant”), a Delaware corporation whose address is One Madison Avenue, Fifth Floor, New York, New York 10010.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is entered into on the date set forth in Exhibit A (the “Date of Grant”) by and between Yext, Inc., a Delaware corporation (the “Company”), and [ ] (the “Awardee”).
STOCK OPTION GRANT AGREEMENT pursuant to the ALPHA CREATIONS CORPORATION 2008 EQUITY INCENTIVE PLANStock Option Grant Agreement • March 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK OPTION GRANT AGREEMENT (the “Grant Agreement”) is made and entered into by and between Yext, Inc. f/k/a Alpha Creations Corporation, a Delaware corporation (the “Company”) and the following individual:
NAME] Dear [NAME],Employment Agreement • March 17th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
This letter agreement (the “Agreement”) is entered into between Yext, Inc. (the “Company,” “Yext,” or “we”) and you. This Agreement is effective as of the date signed below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • March 16th, 2021 • Yext, Inc. • Services-computer processing & data preparation • New York
This First Amendment to Credit Agreement and Guarantee and Collateral Agreement (this “Amendment”) dated and effective as of January 29, 2021 (the “First Amendment Effective Date”) by and among YEXT, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities party hereto (the “Lenders”) and SILICON VALLEY BANK (“SVB”), as the administrative agent and collateral agent (SVB, in such capacities, the “Administrative Agent”), and as the Issuing Lender and the Swingline Lender.
New York, NY 10011Director Appointment Agreement • October 4th, 2022 • Yext, Inc. • Services-computer processing & data preparation • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Yext, Inc. (“Company”) and (b) Lead Edge Public Fund, LP, Lead Edge Capital VI, LP, and Lead Edge Capital V, LP (collectively “Lead Edge”). Company and Lead Edge are collectively referred to as the “Parties.” Lead Edge and each Affiliate (as defined below) and Associate (as defined below) of Lead Edge are collectively referred to as the “Lead Edge Group.”
YEXT, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 7th, 2023 • Yext, Inc. • Services-computer processing & data preparation • New York
Unless otherwise defined herein, the terms defined in the Yext, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
YEXT, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 17th, 2017 • Yext, Inc. • Services-computer processing & data preparation • New York
Unless otherwise defined herein, the terms defined in the Yext, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Restricted Stock Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A (together, the “Agreement”).
SURRENDER AGREEMENTSurrender Agreement • June 4th, 2020 • Yext, Inc. • Services-computer processing & data preparation
SURRENDER AGREEMENT (this “Agreement”), dated as of the 29th day of May, 2020 (the “Effective Date”), between 1 MADISON OFFICE FEE LLC, a Delaware limited liability company, having an office at c/o SL Green Realty Corp., 420 Lexington Avenue, New York, New York 10170, as landlord under the Original Lease (as hereinafter defined) and as sublandlord under the Sublease (as hereinafter defined) (hereinafter called “Landlord”), and YEXT, INC., a Delaware corporation, having an office at One Madison Avenue, Fifth Floor, New York, New York 10010, as tenant under the Original Lease and as subtenant under the Sublease (hereinafter called “Tenant”).
YEXT, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 13th, 2024 • Yext, Inc. • Services-computer processing & data preparation • New York
Unless otherwise defined herein, the terms defined in the Yext, Inc. 2016 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of March 11, 2020, among YEXT, INC., as the Borrower, The Several Lenders from Time to Time PartY Hereto, and SILICON VALLEY BANK, as Administrative Agent, Issuing Lender and Swingline LenderCredit Agreement • March 12th, 2020 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS Credit Agreement (this “Agreement”), dated as of March 11, 2020, is entered into by and among YEXT, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).
January 12, 2024 Michael Walrath Dear Michael,Employment Agreement • March 13th, 2024 • Yext, Inc. • Services-computer processing & data preparation
This letter amendment (the “Amendment”) is entered into between Yext, Inc., (the “Company,” “Yext,” or “we”) and you. This Amendment is effective as of the date signed below. The purpose of this Amendment is to modify the letter agreement dated March 8, 2022, entered into between the Company and you (the “Agreement”). All terms and conditions of your employment and the Agreement remain unchanged except as provided below. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Company’s Change of Control and Severance Policy.
STOCK OPTION AGREEMENTStock Option Agreement • April 13th, 2017 • Yext, Inc. • Services-computer processing & data preparation • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is made as of September 8, 2010 (the “Effective Date”), by and between SV Angel II-Q, L.P., a [ ]limited partnership (the “Optionee”), and Yext, Inc. f/k/a Alpha Creations Corporation, a Delaware corporation (the “Company”).
March 8, 2022 Michael Walrath Dear Michael,Employment Agreement • March 8th, 2022 • Yext, Inc. • Services-computer processing & data preparation • New York
This letter agreement (the “Agreement”) is entered into between Yext, Inc. (the “Company,” “Yext,” or “we”) and you. This Agreement is effective as of the date signed below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Brian Distelburger Dear Brian,Resignation Agreement • March 9th, 2023 • Yext, Inc. • Services-computer processing & data preparation
This letter (the “Resignation Letter”) is entered into between Yext, Inc. (the “Company,” “Yext,” or “we”) and you. The purpose of this Resignation Letter is to confirm the terms and conditions of your resignation as an employee of Yext and your transition to a non-employee director.
SUBLEASESublease • May 31st, 2019 • Yext, Inc. • Services-computer processing & data preparation • New York
THIS SUBLEASE (this “Sublease”) is made as of the 23rd day of April, 2019, by and between AETNA LIFE INSURANCE COMPANY, a Connecticut corporation having an address of 151 Farmington Avenue, Hartford, Connecticut 06156 ("Sublessor") and YEXT, INC., a Delaware corporation having an address at One Madison Avenue, 5th Floor, New York, NY 10010 ("Sublessee").
