Ziprecruiter, Inc. Sample Contracts

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 2, 2020 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and ZIPRECRUITER, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank and amends and supersedes, in its entirety, that certain Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of November 21, 2019 (as amended from time to time, the “Original Agreement”). The parties agree as follows:

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INDEMNITY AGREEMENT
Indemnity Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • Delaware

This Indemnity Agreement, dated as of _________ ____, 2021 is made by and between ZipRecruiter, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of April 22, 2021 by and among ZipRecruiter, Inc., a Delaware corporation (the “Company”), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor.”

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [l] (the “Executive”) and ZipRecruiter, Inc., a Delaware corporation (the “Company”), effective as of [l], 2021 (the “Effective Date”).

COMMERCIAL LEASE
Commercial Lease • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.
FIRST AMENDMENT TO COMMERCIAL LEASE (Hayden Ferry Lakeside Phase III)
Commercial Lease • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • Arizona

THIS FIRST AMENDMENT TO COMMERCIAL LEASE (the “First Amendment”), dated for reference purposes as of August 31, 2017, is entered into by and between COUSINS FUND II PHOENIX III, LLC, a Delaware limited liability company (“Landlord”), and ZIPRECRUITER, INC., a Delaware corporation (“Tenant”).

OFFICE LEASE By and Between DARED 89 LLC, an Arizona limited liability company, as Landlord and ZipRecruiter, Inc., a Delaware corporation as Tenant
Work Letter Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • Arizona
CONSENT TO SUBLEASE AGREEMENT
Consent to Sublease Agreement • April 30th, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This Consent to Sublease Agreement (this “Agreement”), is made as of November 14, 2014, by and among DOUGLAS EMMETT 1995, LLC, a Delaware limited liability company (“Landlord”), with offices at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, IBISWORLD, INC., a Delaware corporation (“Tenant”), with an office at 11755 Wilshire Boulevard, 11th Floor, Los Angeles, California 90025, and ZIPRECRUITER, INC., a Delaware corporation (“Subtenant”), with an office at 1453 Third Street, Suite 335, Santa Monica, California 90401.

Amy Garefis via email
Control and Severance Agreement • February 27th, 2023 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This letter agreement amends and restates the offer letter between you and ZipRecruiter, Inc. (the “Company”), dated October 17, 2013 (as amended, the “Prior Agreement”) effective as of December 15, 2021.

Sublease Agreement Made and entered into on 31 of January, 2018
Sublease Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.

c/o its authorized signatory: Mr. Tom Kadosh, Identity No. intentionally omitted and Mr. Yoni Porat Identity No. intentionally omitted __________________ (hereinafter, the “Landlord”) ________________of the first part; And:

Contract
Subordination Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF JUNE 22, 2020 (AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), BY AND AMONG SILICON VALLEY BANK, THE COMPANY AND HOLDER (EACH AS DEFINED BELOW); AND THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

THIRD AMENDMENT TO OFFICE LEASE
Office Lease • April 30th, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This Third Amendment to Office Lease (this "Third Amendment"), dated January 7, 2019, is made by and between DOUGLAS EMMETT 1995, LLC, a Delaware limited liability company ("Landlord"), with offices at 1299 Ocean Avenue, Suite 1000, Santa Monica, California 90401, and ZIPRECRUITER, INC., a Delaware corporation ("Tenant"), with offices at 401 Wilshire Boulevard, Suite 1100, Santa Monica, California 90401.

AMENDMENT TO THE SUBLEASE AGREEMENT BETWEEN ZIPRECRUITER ISRAEL LTD. AND SWITCHUP LTD.
The Sublease Agreement • May 9th, 2024 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.

This “Amendment” is made as of December 27, 2023 (“Amendment Effective Date”) by and between SwitchUp Ltd., Co. No. 515676583 (“Landlord”), and ZipRecruiter Israel Ltd., Co. No. 515247740 (“Tenant”) and contains changes, modifications, revisions, and additions to the Sublease Agreement dated January 31, 2018, signed between Landlord and Tenant (the “Agreement”). Capitalized terms defined in the Agreement and used in this Amendment shall have the same respective meanings as set forth in the Agreement, unless clearly otherwise defined in this Amendment.

LEASE AGREEMENT BETWEEN HUDSON 604 ARIZONA, LLC, a Delaware limited liability company AS LANDLORD, AND ZIPRECRUITER, INC., a Delaware corporation AS TENANT SANTA MONICA, CALIFORNIA
Lease Agreement • April 30th, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

THIS LEASE AGREEMENT (“Lease”) is dated as of September 30, 2017, between HUDSON 604 ARIZONA, LLC, a Delaware limited liability company (“Landlord”), and ZIPRECRUITER, INC., a Delaware corporation (“Tenant”).

SECOND AMENDMENT TO OFFICE LEASE
Construction Agreement • April 30th, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This Second Amendment to Office Lease (this “Second Amendment”), dated May 3, 2018, is made by and between DOUGLAS EMMETT 1995, LLC, a Delaware limited liability company (“Landlord”), with offices at 808 Wilshire Boulevard, Suite 200, Santa Monica, California 90401, and ZIPRECRUITER, INC., a Delaware corporation (“Tenant”), with offices at 401 Wilshire Boulevard, Suite 1100, Santa Monica, California 90401.

April 22, 2021
Ziprecruiter, Inc. • April 23rd, 2021 • Services-computer programming, data processing, etc.

This letter agreement amends and restates the offer letter between you and ZipRecruiter, Inc. (the “Company”), dated May 1, 2020 (the “Prior Agreement”) effective as of the date on which the Company’s registration statement on Form S-1 in connection with its direct listing of common stock is declared effective by the SEC.

WAIVER AGREEMENT
Waiver Agreement • May 31st, 2023 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.

This WAIVER AGREEMENT (this “Waiver Agreement”) is effective as of May 31, 2023 (the “Effective Date”), by and between ZipRecruiter, Inc., a Delaware corporation (the “Company”) and Ian Siegel, Chief Executive Officer of the Company (“you”) with respect to the following facts:

OFFICE LEASE Between DOUGLAS EMMETT 1995, LLC, a Delaware limited liability company as Landlord and ZIPRECRUITER, INC., a Delaware corporation as Tenant Date May 16, 2014
Office Lease • April 30th, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California
CREDIT AGREEMENT
Credit Agreement • March 3rd, 2022 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • New York

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of November 19, 2021 by and among ZIPRECRUITER, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, the Issuing Banks party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of April 30, 2021 by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Cancellation of Restricted Stock Unit
Cancellation of Restricted Stock Unit • December 22nd, 2023 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.

This letter agreement (this “Agreement”) is made as of December 21, 2023 by and between Ian Siegel (“you”) and ZipRecruiter, Inc., a Delaware corporation (the “Company”).

VIA FEDEX DELIVERY December 18, 2017 Mr. Ian Siegel ZipRecruiter INC.
Lease Agreement • April 30th, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.
April 22, 2021 Ian Siegel via email
Ziprecruiter, Inc. • April 23rd, 2021 • Services-computer programming, data processing, etc.

This letter agreement amends and restates the offer letter between you and ZipRecruiter, Inc. (the “Company”), dated August 12, 2014 (the “Prior Agreement”) effective as of the date on which the Company’s registration statement on Form S-1 in connection with its direct listing of common stock is declared effective by the SEC.

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Timothy Yarbrough via email
Letter Agreement • February 27th, 2023 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This letter agreement amends and restates the offer letter between you and ZipRecruiter, Inc. (the “Company”), dated October 14, 2014 (as amended, the “Prior Agreement”) effective as of December 15, 2021.

Ziprecruiter, Inc. April 22, 2021
Letter Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

We are excited to have you continue your relationship as Chief Executive Officer of Ziprecruiter, Inc., a Delaware corporation (the “Company”). This letter (this “Letter Agreement”) sets forth your rights to a bonus on the terms set forth herein. Terms are defined in Section 5 of this Letter Agreement. Upon the consummation of a Public Listing or Change in Control, you will be entitled to receive a special liquidity bonus (your “Leadership Bonus”). The Leadership Bonus is subject to the terms of this Letter Agreement as follows:

Qasim Saifee via email
Control and Severance Agreement • March 3rd, 2022 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This letter agreement amends and restates the offer letter between you and ZipRecruiter, Inc. (the "Company"), dated May 4, 2018 (as amended, the "Prior Agreement") effective as of September 28, 2021.

SUBLEASE
Sublease • May 13th, 2022 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

THIS SUBLEASE ("Sublease") is made as of this 2nd day of March, 2022, by and between ZIPRECRUITER, INC., a Delaware corporation (“Sublandlord”) and LINCOLN AVENUE CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Subtenant”) with regard to the following facts:

AMENDMENT NO. 2 Dated as of January 10, 2022 to CREDIT AGREEMENT Dated as of April 30, 2021
Credit Agreement • January 12th, 2022 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • New York

THIS AMENDMENT NO. 2 (this "Amendment") is made as of January 10, 2022 (the "Second Amendment Effective Date") by and among ZIPRECRUITER, INC., a Delaware corporation (the "Borrower), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent ( the "Administrative Agent"), under that certain Credit Agreement dated as of April 30, 2021 by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

David Travers via email
Letter Agreement • March 3rd, 2022 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc. • California

This letter agreement amends and restates the offer letter between you and ZipRecruiter, Inc. (the "Company"), dated December 29, 2015 (as amended, the "Prior Agreement") effective as of December 15, 2021.

AUGMENTING LENDER SUPPLEMENT
Augmenting Lender Supplement • August 7th, 2024 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.

This AUGMENTING LENDER SUPPLEMENT, dated as of July 8, 2024 (this “Supplement”), by and among each of the signatories hereto, to the Credit Agreement, dated as of April 30, 2021 (as amended by that certain Amendment No. 1, dated as of November 19, 2021, as further amended by that certain Amendment No. 2, dated as of January 10, 2022, as further amended by that certain Amendment No. 3, dated as of April 26, 2022, as further amended by that certain Amendment No. 4, dated as of March 28, 2023 and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ZipRecruiter, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

April 22, 2021
Letter Agreement • April 23rd, 2021 • Ziprecruiter, Inc. • Services-computer programming, data processing, etc.

This letter agreement amends and restates the offer letter between you and ZipRecruiter, Inc. (the “Company”), dated August 28, 2020 (the “Prior Agreement”) effective as of the date on which the Company’s registration statement on Form S-1 in connection with its direct listing of common stock is declared effective by the SEC.

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