as Trustee INDENTURE Dated as of May 15, 2020 2.75% Convertible Senior Notes due 2025Indenture • May 18th, 2020 • Zillow Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of May 15, 2020 between Zillow Group, Inc., a Washington corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Zillow Group, Inc. Class C Capital Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 14th, 2020 • Zillow Group, Inc. • Services-business services, nec • New York
Zillow Group, Inc., a corporation organized under the laws of Washington (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of 1,200,000 additional shares (the “Optional Securities”) of Class C capital stock of the Company, par value $0.0001 per share (“Stock”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively referred to as the “Securities”.
October 4, 2019Call Option Transaction • October 9th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 Citibank, N.A. (“Dealer”) and Zillow Group, 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. 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.
GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 Goldman Sachs & Co. LLC (“Dealer”) and Zillow Group, 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. 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.
October 4, 2019 To: Zillow Group, Inc. 1301 2nd Ave, Floor 31 Seattle, WA 98101 Attention: Allen Parker Telephone No.: ### Email: ###Additional Call Option Transaction • October 9th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 Goldman Sachs & Co. LLC (“Dealer”) and Zillow Group, 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. 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.
ZILLOW GROUP, INC. Class C Capital Stock ($0.0001 par value) Equity Distribution AgreementEquity Distribution Agreement • February 17th, 2021 • Zillow Group, Inc. • Services-business services, nec • New York
Zillow Group, Inc., a corporation organized under the laws of Washington (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Evercore Group L.L.C., J.P. Morgan Securities LLC and Zelman Partners LLC (each, a “Manager”, and collectively, the “Managers”) as follows:
JPMorgan Chase Bank, National Association New York Branch New York, NY 10179 To: Zillow Group, Inc. September 4, 2019 Seattle, WA 98101 Attention: Allen Parker Telephone No.: ### Email: ###Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 JPMorgan Chase Bank, National Association, New York Branch (“Dealer”) and Zillow Group, 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. 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 17th, 2015 • Zillow Group, Inc. • Services-business services, nec
This Executive Employment Agreement (“Agreement”) is entered into as of February 17, 2015, by and between Paul Levine (“Executive”) and Zillow Group, Inc., a Washington corporation (the “Company”), to become effective as of the Effective Date (as defined in Appendix A). As of the Effective Date, this Agreement shall supersede and replace in its entirety the employment offer letter with Trulia, Inc. (“Trulia”), previously entered into by Executive and Trulia in connection with Executive’s commencement of employment with Trulia in February 2011.
Zillow Group, Inc.Underwriting Agreement • June 29th, 2018 • Zillow Group, Inc. • Services-business services, nec • New York
Zillow Group, Inc., a corporation organized under the laws of Washington (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of $325,000,000 principal amount of the 1.50% Convertible Senior Notes due 2023 (the “Firm Securities”), which shall be convertible into shares of Class C Capital Stock of the Company, par value $0.0001 per share (“Stock”, and any shares of Stock issuable upon conversion of the Securities (as defined below), including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Securities”), cash or a combination of cash and Stock at the election of the Company, and, at the election of the Underwrite
ZILLOW GROUP, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 17th, 2015 • Zillow Group, Inc. • Services-business services, nec • Washington
This Indemnification Agreement (this “Agreement”), dated as of , 20 , is entered into by and between Zillow Group, Inc., a Washington corporation (the “Company”), and (“lndemnitee”).
Attention: Telephone No.: Email: Kathleen Philips ### ###Base Call Option Transaction • December 12th, 2016 • Zillow Group, Inc. • Services-business services, nec • 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 Goldman, Sachs & Co. (“Dealer”) and Zillow Group, 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. 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.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • February 17th, 2015 • Zillow Group, Inc. • Services-business services, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 17, 2015, among Trulia, Inc., a Delaware corporation (the “Company”), Zillow Group, Inc., f/k/a Zebra Holdco, Inc., a Washington corporation (“Zillow Group”), and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
ZILLOW GROUP, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], 20[ ] [ ]% Convertible Senior Notes due 20[ ]Indenture • June 27th, 2018 • Zillow Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of [ ], 20[ ] between Zillow Group, Inc., a Washington corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and [ ], as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ContractCapped Call Partial Termination Agreement • February 12th, 2021 • Zillow Group, Inc. • Services-business services, nec • New York
ZILLOW GROUP, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of July 3, 2018 1.50% Convertible Senior Notes due 2023Indenture • July 3rd, 2018 • Zillow Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of July 3, 2018 between Zillow Group, Inc., a Washington corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee,” as more fully set forth in Section 1.01).
December 8, 2016Call Option Transaction • December 12th, 2016 • Zillow Group, Inc. • Services-business services, nec • 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 Bank of America, N.A. (“Dealer”) and Zillow Group, 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. 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.
Proprietary Rights AgreementProprietary Rights Agreement • November 5th, 2020 • Zillow Group, Inc. • Services-business services, nec
This Proprietary Rights Agreement (the “Agreement”) is entered into and between me and Zillow, Inc., a Washington corporation, for and on behalf of Zillow, Inc. and its parents, subsidiaries, affiliates, successors, and assigns (such affiliated entities are included within the term “Company” and “Zillow” herein). In consideration of my offer of new or continued employment with the Company, the compensation paid to me, including but not limited to any stock, restricted stock units, or stock options which may be granted to me, and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I agree to the following terms:1
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2018 • Zillow Group, Inc. • Services-business services, nec
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of November 13, 2018, by and between Allen Parker (“Executive”) and Zillow Group, Inc., a Washington corporation (the “Company”).
TRANSFER RESTRICTION AGREEMENT AND AMENDMENT TO NONCOMPETITION AGREEMENTTransfer Restriction Agreement • July 21st, 2015 • Zillow Group, Inc. • Services-business services, nec • Washington
This Transfer Restriction Agreement (this “Agreement”) is made as of July 20, 2015, among Zillow Group, Inc., a Washington corporation (the “Company” or “Zillow”), Zillow, Inc., a Washington corporation and wholly owned subsidiary of the Company (“Zillow, Inc.”), Lloyd D. Frink and the other Holders signatory hereto, whether as of the date hereof or after the date hereof. Capitalized terms used but not otherwise defined have the meaning set forth in Section 1.
EXECUTIVE EMPLOYMENT AND RETIREMENT AGREEMENT AND RELEASEExecutive Employment and Retirement Agreement • May 7th, 2018 • Zillow Group, Inc. • Services-business services, nec • Washington
This Employment and Retirement Agreement and Release (“Agreement”) is made and entered into by and between Kathleen Philips (“Executive”) and Zillow Group, Inc. (the “Company”), hereinafter collectively referred to as the “Parties.”
OPTIONAL PARTIAL LEASE TERMINATION AGREEMENTOptional Partial Lease Termination Agreement • November 1st, 2023 • Zillow Group, Inc. • Services-business services, nec
THIS OPTIONAL PARTIAL LEASE TERMINATION AGREEMENT (this “Agreement”) is dated for reference purposes as of August 15, 2023 between FSP-RIC LLC, a Delaware limited liability company (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”). Landlord is authorized to insert the date of its signature in the date blank above.
Mr. Greg M. Schwartz Zillow Group, Inc. Seattle, WA 98101 Re: Bonus Letter Agreement Dear Greg:Bonus Letter Agreement • February 29th, 2016 • Zillow Group, Inc. • Services-business services, nec
This letter agreement (“Agreement”) is entered into by and between you and Zillow Group, Inc., a Washington corporation (the “Company”), effective as of January 1, 2016 (the “Effective Date”).
ZILLOW GROUP, INC. 2020 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICERestricted Stock Unit Award • February 15th, 2024 • Zillow Group, Inc. • Services-business services, nec
Zillow Group, Inc. (the “Company”) hereby grants to you a Restricted Stock Unit Award (the “Award”). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the “Award Notice”), the Restricted Stock Unit Award Agreement, including any additional terms and conditions for your country in the appendix attached thereto (the “Appendix”) (together with the Restricted Stock Unit Award Agreement, the “Award Agreement”) and the Zillow Group, Inc. 2020 Incentive Plan (the “Plan”), which are incorporated into the Award Notice in their entirety. Subject to the terms and conditions of the Award Notice and the Award Agreement, the Award will be settled in shares of the Company's Class C Capital Stock upon vesting.
FSP – RIC, LLCOffice Lease • February 15th, 2024 • Zillow Group, Inc. • Services-business services, nec
Please be advised that Landlord is exercising its Early Termination Right (terms in initial capitals used herein without definition will have the meanings given to such terms in the Optional Termination Agreement, and if not defined therein, elsewhere in the Lease), pursuant to Section 2 of the Optional Termination Agreement to terminate the Lease with respect to an Early Termination Space consisting of all of the rentable area on each of the 31st floor, the 32nd floor, the 33rd floor, the 34th floor, the 35th floor, the 41st floor and the 42nd floor of the Building effective as of an Effective Termination Date of June 30, 2024. Accordingly, the Lease will terminate with respect to the above described Early Termination Space as of June 30, 2024, Landlord shall have the right to enter the above described Early Termination Space for the purposes described in Section 5 of the Optional Termination Agreement from and after May 1, 2024, Tenant must vacate and surrender to Landlord possession
EXECUTIVE DEPARTURE AGREEMENT AND RELEASEExecutive Departure Agreement • August 2nd, 2023 • Zillow Group, Inc. • Services-business services, nec • Washington
This Executive Departure Agreement and Release (“Agreement”) is entered into by and between Allen Parker, his marital community, heirs, successors, and assigns (hereinafter “Executive”) and Zillow Group, Inc., its subsidiaries, successors and assigns (collectively hereinafter, the “Company”). Executive has been employed by Zillow, Inc., a wholly-owned subsidiary of Zillow Group, Inc. Executive and the Company are sometimes collectively referred to as the “Parties.”
Transition Employment LetterTransition Employment Letter • May 12th, 2015 • Zillow Group, Inc. • Services-business services, nec • California
As we have discussed, in connection with the Agreement and Plan of Merger (the “Merger Agreement”) among Zillow, Inc. (“Zillow”), Trulia, Inc. (the “Company”) and Zillow Group, Inc. (formerly, Zebra Holdco, Inc.), your position as CEO of the Company will be terminated immediately following the filing of Trulia, Inc.’s form 10-K with the Securities and Exchange Commission. However, as we anticipate that you will remain an employee of the Company through August 1, 2015 (the “Termination Date”), this Transition Employment Letter (the “Transition Letter”) is to memorialize the terms and conditions of your employment between the date hereof and the Termination Date. The terms of this transition letter are effective upon the closing of the transaction contemplated by the Merger Agreement and supplement your Employment Agreement with the Company (the “Employment Agreement”) and any subsequent agreement with the Company. Specifically, you are still bound by the Employment Agreement.
March 6, 2017 Mr. Greg M. Schwartz Zillow Group, Inc. Seattle, WA 98101 Re: Bonus Letter Agreement Dear Greg:Bonus Letter Agreement • March 8th, 2017 • Zillow Group, Inc. • Services-business services, nec
This letter agreement (“Agreement”) is entered into by and between you and Zillow Group, Inc., a Washington corporation (the “Company”), effective as of January 1, 2017 (the “Effective Date”).
September 4, 2019Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 Morgan Stanley & Co. LLC (“Dealer”) and Zillow Group, 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. 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.
EXECUTIVE DEPARTURE AGREEMENT AND RELEASEExecutive Departure Agreement • February 21st, 2019 • Zillow Group, Inc. • Services-business services, nec • California
This Executive Departure Agreement and Release (“Agreement”) is made and entered into by and between Spencer M. Rascoff (“Executive”) and Zillow Group, Inc. (the “Company”), hereinafter collectively referred to as the “Parties.”
ContractLease • February 10th, 2022 • Zillow Group, Inc. • Services-business services, nec
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2016 • Zillow Group, Inc. • Services-business services, nec
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Employment Agreement is entered into as of March 25, 2016 by and between Zillow, Inc. (the “Company”) and Errol Samuelson (“Executive”).
September 4, 2019Base Call Option Transaction • September 10th, 2019 • Zillow Group, Inc. • Services-business services, nec • 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 Morgan Stanley & Co. LLC (“Dealer”) and Zillow Group, 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. 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.
ZILLOW GROUP, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 12, 2016 2.00% Convertible Senior Notes due 2021Indenture • December 12th, 2016 • Zillow Group, Inc. • Services-business services, nec • New York
INDENTURE dated as of December 12, 2016 between Zillow Group, Inc., a Washington corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • June 6th, 2016 • Zillow Group, Inc. • Services-business services, nec • Washington
This Settlement Agreement and Release (“SETTLEMENT AGREEMENT”) is entered into by and between plaintiffs Move, Inc., Real Select, Inc., Top Producer Systems Company, National Association of Realtors, and Realtors Information Network, Inc. (together, “PLAINTIFFS”) and defendants Zillow, Inc., Errol Samuelson, and Curt Beardsley, effective as of June 6, 2016 (the “Effective Date”). PLAINTIFFS, Zillow, Inc., Errol Samuelson, and Curt Beardsley are sometimes referred to herein individually as a “PARTY” or jointly as the “PARTIES.”
August 3, 2015 Mr. Greg M. Schwartz Zillow Group, Inc. Seattle, WA 98101 Re: Amended and Restated Bonus Letter Agreement Dear Greg:Bonus Agreement • August 3rd, 2015 • Zillow Group, Inc. • Services-business services, nec
This amended letter agreement (“Agreement”) amends and restates in its entirety, as of the date set forth above, that letter agreement previously entered into by and between you and Zillow Group, Inc., a Washington corporation (the “Company”), effective as of January 1, 2015 (the “Effective Date”).
