Snowflake Inc. Sample Contracts

Snowflake Inc. Class A Common Stock, par value $0.0001 Underwriting Agreement
Underwriting Agreement • September 14th, 2020 • Snowflake Inc. • Services-prepackaged software • New York

Snowflake Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [_____] shares and, at the election of the Underwriters, up to [_____] additional shares of Class A Common Stock, par value $0.0001 (the “Stock”) of the Company. The [_____] shares to be sold by the Company are herein called the “Firm Shares” and the [_____] additional shares to be sold by the Company are herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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SNOWFLAKE INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 27, 2024 0.00% Convertible Senior Notes due 2027
Indenture • September 27th, 2024 • Snowflake Inc. • Services-prepackaged software • New York

INDENTURE dated as of September 27, 2024 between SNOWFLAKE 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).

SNOWFLAKE INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 24th, 2020 • Snowflake Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is effective as of [date], by and between Snowflake Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

via email Re: Separation and Advisor Agreement Dear Bob:
Separation and Advisor Agreement • August 24th, 2020 • Snowflake Inc. • Services-prepackaged software • California

This letter sets forth the substance of the separation and transition agreement (the “Agreement”) that Snowflake Inc. (the “Company”) is offering to you to aid in your employment transition.

Contract
Warrant Agreement • August 24th, 2020 • Snowflake Inc. • Services-prepackaged software • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

SNOWFLAKE INC. AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 22, 2024
First Supplemental Indenture • November 27th, 2024 • Snowflake Inc. • Services-prepackaged software • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 22, 2024 (this “Supplemental Indenture”), among Snowflake Inc., a Delaware corporation (the “Company”), as issuer, and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”), to the Indenture, dated as of September 27, 2024 (as supplemented or otherwise modified prior to the date hereof, the “Indenture”), between the Company and the Trustee.

SNOWFLAKE INC.
Option Agreement • August 24th, 2020 • Snowflake Inc. • Services-prepackaged software • Delaware

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, SNOWFLAKE INC. (the “Company”) has granted you an option under its 2012 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

SNOWFLAKE INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 15th, 2020 • Snowflake Inc. • Services-prepackaged software • California

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 7th day of February, 2020, by and among Snowflake Inc., a Delaware corporation (the “Company”), the Holders (as defined below) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

SNOWFLAKE INC. ADVISOR AGREEMENT
Advisor Agreement • April 7th, 2023 • Snowflake Inc. • Services-prepackaged software • Delaware

This Advisor Agreement (the “Agreement”) dated as of April 5, 2023, is made by and between Carl M. Eschenbach (the “Advisor”) and Snowflake Inc., a Delaware corporation (the “Company”), to be effective upon the resignation of Mr. Eschenbach from the Board of Directors of the Company (the “Effective Date”).

SNOWFLAKE INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 24th, 2020 • Snowflake Inc. • Services-prepackaged software • California

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 7th day of February, 2020, by and among Snowflake Inc., a Delaware corporation (the “Company”), the Holders (as defined below) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

SNOWFLAKE INC. COMMON STOCK PURCHASE AGREEMENT September 7, 2020
Common Stock Purchase Agreement • September 8th, 2020 • Snowflake Inc. • Services-prepackaged software • Delaware

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 7, 2020, by and between Snowflake Inc., a Delaware corporation (the “Company”), and Berkshire Hathaway Inc., a Delaware corporation (the “Investor”).

SNOWFLAKE INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 8th, 2020 • Snowflake Inc. • Services-prepackaged software • California

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 7th day of February, 2020, by and among Snowflake Inc., a Delaware corporation (the “Company”), the Holders (as defined below) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

SUBLEASE AGREEMENT
Sublease Agreement • August 24th, 2020 • Snowflake Inc. • Services-prepackaged software • California

This Office Lease (this “Lease”), dated as of the Lease Date, is made by and between HGP SAN MATEO OWNER LLC, a Delaware limited liability company (“Landlord”), and MEDALLIA, INC., a Delaware corporation (“Tenant”).

SNOWFLAKE INC. COMMON STOCK PURCHASE AGREEMENT September 5, 2020
Common Stock Purchase Agreement • September 8th, 2020 • Snowflake Inc. • Services-prepackaged software • Delaware

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 5, 2020, by and among Snowflake Inc., a Delaware corporation (the “Company”), Salesforce Ventures LLC, a Delaware limited liability company (the “Investor”), and salesforce.com, inc., a Delaware corporation (the “Parent”).

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