SVMK INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 13th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc. • New York
SVMK Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of [ ] shares of Common Stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MOMENTIVE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2021 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Momentive Global Inc. , a Delaware corporation (together with its affiliates and subsidiaries, the “Company”), and [insert name] (“Indemnitee”).
MOMENTIVE GLOBAL Inc. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • May 5th, 2022 • Momentive Global Inc. • Services-computer programming, data processing, etc. • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Momentive Global Inc. (together with its affiliates and subsidiaries, the “Company”) and [NAME] (the “Executive”), effective as of [DATE] (the “Effective Date”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 10, 2018, among SURVEYMONKEY INC., as Borrower SVMK INC., as Holdings The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER &...Credit Agreement • October 12th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc. • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 10, 2018 (this “Agreement”), among SURVEYMONKEY INC., as Borrower, SVMK INC., the LENDERS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
CREDIT AGREEMENT dated as of February 7, 2013, among SURVEYMONKEY.COM, LLC, as Borrower SURVEYMONKEY INC., The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and GOLDMAN...Credit Agreement • August 29th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT dated as of February 7, 2013, among SURVEYMONKEY.COM, LLC, as Borrower, SURVEYMONKEY INC., the LENDERS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
VOTING AGREEMENTVoting Agreement • October 29th, 2021 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of October 28, 2021, by and among ZENDESK, INC., a Delaware corporation (“Parent”), MOMENTIVE GLOBAL INC., a Delaware corporation (the “Company”), and RYAN NABIL FINLEY (“Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among: ZENDESK, INC., a Delaware corporation; MILKY WAY ACQUISITION CORP., a Delaware corporation; and MOMENTIVE GLOBAL INC., a Delaware corporation Dated as of October 28, 2021Merger Agreement • October 29th, 2021 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 28, 2021, by and among: ZENDESK, INC., a Delaware corporation (“Parent”); MILKY WAY ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”); and MOMENTIVE GLOBAL INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A. Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.”
SVMK INC. RESTRICTED STOCK AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCKRestricted Stock Award Agreement • May 7th, 2021 • SVMK Inc. • Services-computer programming, data processing, etc. • California
Unless otherwise defined herein, the terms defined in the SVMK Inc. 2018 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Award Agreement, including the Notice of Grant of Restricted Stock (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”).
September 10, 2018 Rebecca Cantieri c/o SVMK Inc. One Curiosity Way San Mateo, CA 94403 Re: Confirmatory Employment Letter Dear Rebecca:Confirmatory Employment Letter • September 13th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc.
This letter agreement (the “Agreement”) is entered into between Rebecca Cantieri (“you”) and SVMK Inc. (together with its affiliates and subsidiaries, the “Company,” “we,” or “SurveyMonkey”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
BAY MEADOWS STATION STATION 4 3050 SOUTH DELAWARE STREET SAN MATEO, CALIFORNIA LEASE by and between BAY MEADOWS STATION 4 INVESTORS, LLC a Delaware limited liability company (“Landlord”) and SURVEYMONKEY INC., a Delaware corporation (“Tenant”) dated...Lease • August 29th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc.
THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between BAY MEADOWS STATION 4 INVESTORS, LLC, a Delaware limited liability company (“Landlord”), and SURVEYMONKEY INC., a Delaware corporation (hereinafter called “Tenant”).
ContractRefinancing Facility Agreement • August 29th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc. • New York
REFINANCING FACILITY AGREEMENT, dated as of April 13, 2017 (this “Refinancing Facility Agreement”), to the CREDIT AGREEMENT dated as of February 7, 2013 (as amended by Amendment No. 1 to the Credit Agreement dated as of May 22, 2014, Amendment No. 2 to the Credit Agreement dated as of July 30, 2015, Amendment No. 3 to the Credit Agreement dated as of August 13, 2015, the Loan Modification Agreement dated as of January 18, 2017, and as otherwise amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”), among SURVEYMONKEY INC., a Delaware corporation (the “Borrower”), SVMK INC., a Delaware corporation (“Holdings”), the lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Agent”).
VOTING AGREEMENTVoting Agreement • March 14th, 2023 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware
This voting agreement (this “Agreement”) is dated March 13, 2023, and is among Mercury Bidco LLC, a Delaware limited liability company (“Parent”), Momentive Global Inc., a Delaware corporation (the “Company”) and the stockholders of the Company listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
MOMENTIVE GLOBAL INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 17th, 2023 • Momentive Global Inc. • Services-computer programming, data processing, etc. • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Momentive Global Inc. (together with its affiliates and subsidiaries, the “Company”) and Richard E. Sullivan, Jr. (the “Executive”), effective as of December 5, 2022 (the “Effective Date”).
Re: Confirmatory Employment LetterEmployment Agreement • September 13th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc.
This letter agreement (the “Agreement”) is entered into between Thomas E. Hale (“you”) and SVMK Inc. (together with its affiliates and subsidiaries, the “Company,” “we,” or “SurveyMonkey”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Momentive Global Inc. One Curiosity Way San Mateo, CA 94403Board Representation Agreement • May 5th, 2022 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware
This letter (this “Agreement”) constitutes the agreement between (a) Momentive Global Inc. (“Company”) and (b) Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion”), and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively with Legion, the “Legion Signatories”). Company and the Legion Signatories are collectively referred to as the “Parties.” The Legion Signatories and each Affiliate (as defined below) and Associate (as defined below) of each Legion Signatory are collectively referred to as the “Legion Group.”
MOMENTIVE GLOBAL INC. CONSULTING AGREEMENTConsulting Agreement • May 5th, 2022 • Momentive Global Inc. • Services-computer programming, data processing, etc. • California
This Consulting Agreement (this “Agreement”) is made and entered into by and between Momentive Global Inc. (the “Company”), and Thomas E. Hale (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) and is effective as of the date Consultant ceases his employment with the Company (the “Effective Date”). For purposes of clarification, there will be no break in service between the time Consultant ceases his employment with the Company and the time Consultant commences providing services under this Agreement.
SVMK INC. COMMON STOCK PURCHASE AGREEMENT September 7, 2018Common Stock Purchase Agreement • September 13th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc. • California
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 7, 2018, by and among SVMK 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”).
AGREEMENT AND PLAN OF MERGER between MERCURY BIDCO LLC, MERCURY MERGER SUB, INC. and MOMENTIVE GLOBAL INC. Dated March 13, 2023Merger Agreement • March 14th, 2023 • Momentive Global Inc. • Services-computer programming, data processing, etc. • Delaware
This agreement and plan of merger (this “Agreement”) is dated March 13, 2023, and is between Mercury Bidco LLC, a Delaware limited liability company (“Parent”), Mercury Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Momentive Global Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
ContractAmendment Agreement • May 4th, 2023 • Momentive Global Inc. • Services-computer programming, data processing, etc. • New York
AMENDMENT AGREEMENT dated as of March 1, 2023 (this “Agreement”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 10, 2018 (as otherwise amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”), among MOMENTIVE INC. (f/k/a SURVEYMONKEY INC.), a Delaware corporation (the “Borrower”), MOMENTIVE GLOBAL INC. (f/k/a SVMK INC.), a Delaware corporation (“Holdings”), the lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Agent”).
ContractRefinancing Facility Agreement • October 12th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc.
REFINANCING FACILITY AGREEMENT, dated as of October 10, 2018 (this “Refinancing Facility Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 13, 2017 (as otherwise amended, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”), among SURVEYMONKEY INC., a Delaware corporation (the “Borrower”), SVMK INC., a Delaware corporation (“Holdings”), the lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Agent”).
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2018 • SVMK Inc. • Services-computer programming, data processing, etc. • Delaware
This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 25, 2014, by and among SVMK Inc. (f/k/a SurveyMonkey Inc.), a Delaware corporation (the “Company”) and each of the Persons listed on Schedule I attached hereto (each such Person, a “Stockholder” and collectively, the “Stockholders”) and amends and restates in its entirety that certain Third Amended and Restated Registration Rights Agreement (the “Original Agreement”) dated as of December 31, 2012, by and among the Company and each of the Persons listed on Schedule I attached thereto. Unless otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • May 5th, 2022 • Momentive Global Inc. • Services-computer programming, data processing, etc. • California
This Transition Agreement and Release (“Agreement”) is made by and between Thomas E. Hale (“Employee”) and Momentive Global Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
