BILL.COM HOLDINGS, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 24, 2021 0% Convertible Senior Notes due 2027Indenture • September 24th, 2021 • Bill.com Holdings, Inc. • Services-prepackaged software • New York
INDENTURE dated as of September 24, 2021 between BILL.COM HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Bill.com Holdings, Inc. Common Stock, par value $0.00001 per share Underwriting AgreementUnderwriting Agreement • June 8th, 2020 • Bill.com Holdings, Inc. • Services-prepackaged software • New York
Bill.com Holdings, 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”), for whom Goldman Sachs & Co. LLC (“Goldman Sachs”), BofA Securities, Inc., Jefferies LLC and KeyBanc Capital Markets, Inc. are acting as representatives (the “Representatives”), an aggregate of 3,250,000 shares (the “Company Firm Shares”) and, at the election of the Underwriters, up to 900,000 additional shares (the “Optional Shares”) of Common Stock (“Stock”) of the Company, par value $0.00001 per share, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of 2,750,000 shares of Stock (the “Selling Stockholder Firm Shares”). The
Bill.com Holdings, Inc. Common Stock, par value $0.00001 per share Underwriting AgreementUnderwriting Agreement • September 24th, 2021 • Bill.com Holdings, Inc. • Services-prepackaged software • New York
Bill.com Holdings, 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”), for whom Goldman Sachs & Co. LLC (“Goldman Sachs”), BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of 4,411,765 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 661,764 additional shares (the “Optional Shares”) of Common Stock (“Stock”) of the Company, par value $0.00001 per share. The aggregate
ContractWarrant Agreement • November 15th, 2019 • Bill.com Holdings, 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INDEMNITY AGREEMENTIndemnity Agreement • November 15th, 2019 • Bill.com Holdings, Inc. • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of , 2019 is made by and between Bill.com Holdings, Inc., a Delaware corporation (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”).
Amendment No. 5 to Revolving Credit and Security AgreementRevolving Credit and Security Agreement • May 3rd, 2024 • BILL Holdings, Inc. • Services-prepackaged software • New York
This Amendment No. 5 to Revolving Credit and Security Agreement (this “Agreement”) is entered into as of March 15, 2024 by and among Divvy Peach, LLC, a Delaware limited liability company, as borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as administrative agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Administrative Agent”).
SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of June 28, 2019, among BDC PAYMENTS HOLDINGS, INC., as a Guarantor, BILL.COM, LLC, as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, SILICON VALLEY BANK, as Administrative...Credit Agreement • September 6th, 2019 • Bill.com Holdings, Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of June 28, 2019, is entered into by and among BDC PAYMENTS HOLDINGS, INC., a Delaware corporation (“Holdings”), BILL.COM, LLC, a Delaware limited liability company (“Bill.com” and together with any other Person that becomes a Borrower hereunder, individually or collectively as the context requires, jointly and severally, 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”).
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • November 15th, 2019 • Bill.com Holdings, Inc. • Services-prepackaged software • California
This Warrant certifies that, for good and valuable consideration, Cole Capital, LLC (“Holder”) is entitled to purchase from the corporation named above (the “Company”), until 5:00 p.m. Pacific time, on the Expiration Date set forth above, the number of fully paid and nonassessable shares of the class of stock (the “Shares”) of the Company at the Initial Exercise Price per Share (the “Warrant Price”), all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
BILL HOLDINGS, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 6, 2024 0% Convertible Senior Notes due 2030Indenture • December 6th, 2024 • BILL Holdings, Inc. • Services-prepackaged software • New York
INDENTURE dated as of December 6, 2024 between BILL HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Computershare Trust Company, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AGREEMENT AND PLAN OF MERGER among BILL.COM HOLDINGS, INC., a Delaware corporation, IGLOO MERGER SUB I, INC., a Delaware corporation, IGLOO MERGER SUB II, LLC, a Delaware limited liability company, INVOICE2GO, INC. a Delaware corporation, and FORTIS...Merger Agreement • September 9th, 2021 • Bill.com Holdings, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 16, 2021 (the “Agreement Date”), among Bill.com Holdings, Inc., a Delaware corporation (“Parent”), Igloo Merger Sub I, Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub I”), Igloo Merger Sub II, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), Invoice2go, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Agent (the “Agent”). Capitalized terms used herein are defined in Article 1.
November 29, 2019 Dear John Rettig:Offer Letter • December 2nd, 2019 • Bill.com Holdings, Inc. • Services-prepackaged software
This letter agreement amends and restates the offer letter between you and Bill.com Holdings, Inc. (the “Company”)1, dated May 9, 2014 (the “Prior Agreement”), effective as of the date on which the Registration Statement on Form S-1 for the initial public offering of the Company’s common stock is declared effective by the United States Securities and Exchange Commission.
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2023 • BILL Holdings, Inc. • Services-prepackaged software • Ontario
And whereas the Company is an indirectly wholly-owned subsidiary of Bill.com Holdings, Inc., a Delaware corporation (the "Parent"), and together with its direct and indirect subsidiaries, the "Group");
BILL.COM HOLDINGS, INC.Separation Agreement • February 3rd, 2023 • Bill.com Holdings, Inc. • Services-prepackaged software • Utah
This letter confirms the agreement (“Agreement”) between you and Bill.com Holdings, Inc. (collectively with its subsidiaries, including, for the avoidance of doubt, DivvyPay, LLC and its predecessor entities, the “Company”) concerning the terms of your separation from employment and offers you certain benefits to which you would not otherwise be entitled, including your continued employment through the Separation Date (as defined below), conditioned upon your provision of a general release of claims and covenant not to sue as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
OFFICE LEASE BETWEENOffice Lease • February 11th, 2020 • Bill.com Holdings, Inc. • Services-prepackaged software • California
THIS OFFICE LEASE (“Lease”) is made as of the 31st day of December, 2019 (“Date of Lease”), by and between US ER America Center 4, LLC, a California limited liability company (“Landlord”), and BILL.COM, LLC, a Delaware limited liability company (“Tenant”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 31st, 2020 • Bill.com Holdings, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO OFFICE LEASE (“First Amendment”) is entered into the 18th day of MAY , 2020 (“Effective Date”), by and between US ER AMERICA CENTER 4, LLC, a California limited liability company (“Landlord”) and BILL.COM, LLC, a Delaware limited liability company (“Tenant”).
October 31, 2022Separation Agreement • August 24th, 2023 • BILL Holdings, Inc. • Services-prepackaged software • California
This letter confirms the agreement (“Agreement”) between you and Bill.com, LLC (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Separation Agreement • August 22nd, 2022 • Bill.com Holdings, Inc. • Services-prepackaged software • California
This letter confirms the agreement (“Agreement”) between you and Bill.com Holdings, Inc. (collectively with its subsidiaries, the “Company”) concerning the terms of your transition and separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue now and upon the Separation Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 15th, 2019 • Bill.com Holdings, Inc. • Services-prepackaged software • California
This Tenth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 21, 2018 by and among BDC Payments Holdings, Inc., a Delaware corporation (the “Company”) and the holders of Preferred Stock listed on Exhibit A hereto (the “Investors”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 30th, 2020 • Bill.com Holdings, Inc. • Services-prepackaged software • New York
This Second Amendment to Credit Agreement (this “Amendment”) dated and effective as of November 23, 2020 (the “Second Amendment Effective Date”) by and among BILL.COM HOLDINGS, INC., a Delaware corporation formerly known as BDC Payments Holdings, Inc., (“Holdings”), BILL.COM, LLC, a Delaware limited liability company (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 (in such capacities, the “Administrative Agent”), and as the Issuing Lender and the Swingline Lender.
November 29, 2019 Dear René Lacerte:Employment Agreement • December 2nd, 2019 • Bill.com Holdings, Inc. • Services-prepackaged software
This letter agreement memorializes the terms of your continued employment with Bill.com Holdings, Inc. (the “Company”)1, and will be effective as of the date on which the Registration Statement on Form S-1 for the initial public offering of the Company’s common stock is declared effective by the United States Securities and Exchange Commission.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • December 2nd, 2019 • Bill.com Holdings, Inc. • Services-prepackaged software • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [•] (the “Executive”) and Bill.Com Holdings, Inc., a Delaware corporation (the “Company”)1, on [•], 2019 (the “Effective Date”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • September 9th, 2021 • Bill.com Holdings, Inc. • Services-prepackaged software
On May 6, 2021, Bill.com Holdings, Inc. (“Bill.com” or the “Company”) and DivvyPay, Inc. (“Divvy”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), under which Bill.com would combine with Divvy through a business combination and as a result Divvy would be a direct wholly-owned subsidiary of Bill.com. The acquisition was completed on June 1, 2021 (the “Acquisition Date”), pursuant to the Merger Agreement, with the Company acquiring all of the outstanding equity interests of Divvy in exchange for cash and stock consideration (the “Acquisition”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • August 16th, 2021 • Bill.com Holdings, Inc. • Services-prepackaged software
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • August 22nd, 2022 • Bill.com Holdings, Inc. • Services-prepackaged software
6th day of January, 2022 (“Effective Date”), by and between US ER AMERICA CENTER 4, LLC, a California limited liability company (“Landlord”) and BILL.COM, LLC, a Delaware limited liability company (“Tenant”).
CONSULTING AGREEMENTConsulting Agreement • August 24th, 2023 • BILL Holdings, Inc. • Services-prepackaged software • California
This Consulting Agreement (“Agreement”) is entered into on the date specified in the signature block below (the “Effective Date”) between Bill.com, LLC., a Delaware limited liability company having its principal place of business at 6220 America Center Drive, Suite 100, San Jose, CA 95002 (“Company”), and Bora Chung, an individual having her principal place of business at the address provided in the signature block of this Agreement (“Executive Emeritus”).
