INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement is effective as of [______], 2021 (this “Agreement”) and is between Bumble Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
CREDIT AGREEMENT Dated as of January 29, 2020, among BUZZ BIDCO L.L.C., as Holdings, BUZZ MERGER SUB LTD., as the Lead Borrower, BUZZ FINCO L.L.C., as the Other Borrower Party, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, CITIBANK, N.A., as...Credit Agreement • December 11th, 2020 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of January 29, 2020, among Buzz Merger Sub Ltd., an exempted company incorporated with limited liability under the laws of Bermuda (the “Lead Borrower”), Buzz Finco L.L.C., a Delaware limited liability company (the “Other Borrower Party” hereunder), Buzz BidCo L.L.C., a Delaware limited liability company (“Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, CITIBANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, each L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TAX RECEIVABLE AGREEMENT between BUMBLE INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2021, and is between Bumble Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
SECURITY AGREEMENT dated as of January 29, 2020 among THE GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral AgentSecurity Agreement • December 11th, 2020 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
SECURITY AGREEMENT dated as of January 29, 2020, among the Grantors (as defined below) and Citibank, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 11th, 2020 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of January 29, 2020, among Buzz Merger Sub Ltd., an exempted company incorporated with limited liability under the laws of Bermuda (the “Lead Borrower”), Buzz Finco L.L.C., a Delaware limited liability company (the “Other Borrower Party” hereunder), Buzz BidCo L.L.C., a Delaware limited liability company (“Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, CITIBANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, each L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) dated January 29, 2020 by and between Buzz Holdings L.P., a Delaware limited partnership (the “Company”) and Whitney Wolfe Herd (“Executive”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 5th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
AMENDMENT NO. 2, dated as of March 20, 2023 (this “Amendment”) to the Credit Agreement, dated as of January 29, 2020, among Buzz BidCo L.L.C., a Delaware limited liability company (“Holdings”), Buzz Finco L.L.C., a Delaware limited liability company (and successor by merger to Worldwide Vision Limited, the “Borrower”), the other Guarantors party thereto from time to time, the lenders party thereto from time to time and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swing Line Lender and an L/C Issuer (as amended by Amendment No. 1, dated as of October 19, 2020 and as further amended, restated, amended and restated, modified and supplemented prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
INCENTIVE UNIT AWARD AGREEMENT (Incentive Units of Partnership)Incentive Unit Award Agreement • February 28th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INCENTIVE UNIT AWARD AGREEMENT (this “Agreement”) by and between Buzz Management Aggregator L.P., a Delaware limited partnership (“Partnership”), Buzz Holdings L.P., a Delaware limited partnership (“Parent”), and the individual named on the Signature Page hereto (“Participant”) is made as of the date set forth on such Signature Page.
Bumble Inc. Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 8th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc.
Certain stockholders named in Schedule I hereto (the “Selling Stockholders”) of Bumble Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,750,000 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, to sell to the Underwriters up to 2,062,500 additional shares of Class A Common Stock of the Company (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2(b) hereof are herein collectively called the “Shares.”
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc. • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of November 3, 2023 by and between Bumble Trading LLC, a Delaware limited company (the “Company”), and Lidiane Jones (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2020 • Bumble Inc. • Services-computer programming, data processing, etc. • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”), dated August 14, 2020 by and between Bumble Trading LLC, a Delaware limited company (the “Company”) and Anuradha Subramanian (“Executive”).
STOCKHOLDERS AGREEMENT DATED AS OF FEBRUARY 10, 2021 AMONG BUMBLE INC. AND THE OTHER PARTIES HERETOStockholders Agreement • February 16th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This Stockholders Agreement is entered into as of February 10, 2021 by and among Bumble Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Principal Stockholders”).
REGISTRATION RIGHTS AGREEMENT by and among BUMBLE INC. and THE OTHER PARTIES HERETO Dated as of February 10, 2021Registration Rights Agreement • February 16th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of February 10, 2021 and is by and among Bumble Inc., a Delaware corporation (the “Company”), the Founder Investor (as defined below), the Blackstone Investor (as defined below), the Accel Investor (as defined below) and each other Person who at any time, acquires Common Stock (as defined below) of the Company and, with the consent of the Blackstone Investor and the Founder Investor, executes a Joinder Agreement (as defined below).
TAX RECEIVABLE AGREEMENT between BUMBLE INC. and THE PERSONS NAMED HEREIN Dated as of February 10, 2021Tax Receivable Agreement • February 16th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of February 10, 2021, and is between Bumble Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
EXCHANGE AGREEMENTExchange Agreement • February 16th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of February 10, 2021, among Bumble Inc., a Delaware corporation, Buzz Holdings L.P., a Delaware limited partnership, and the holders, other than the Corporation, of Common Units (as defined herein) from time to time party hereto.
RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE BUMBLE INC. 2021 OMNIBUS INCENTIVE PLAN (RSU Grant – Directors)Restricted Stock Unit Agreement • November 8th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware
Bumble Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (the “Restricted Stock Unit Agreement”) (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
BUZZ HOLDINGS L.P. A Delaware Limited Partnership SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of February 10, 2021Limited Partnership Agreement • February 16th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Buzz Holdings L.P. (the “Partnership”), dated and effective as of February 10, 2021, is adopted by, and executed and agreed to, for good and valuable consideration, by and among Bumble Inc., a Delaware corporation, as General Partner (as defined below), the Blackstone Limited Partner (as defined below), the Founder Limited Partner (as defined below), the Management Limited Partners (as defined below) and each other Person who becomes a Partner in accordance with the terms of this Agreement.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This Restrictive Covenant Agreement (as amended, restated, supplemented or modified from time to time, the “Agreement”), dated as of November 8, 2019, is entered into between Buzz Holdings L.P., a Delaware limited partnership (including its successors and assigns, “Parent”), and Whitney Wolfe Herd (“WWH”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This SUBSCRIPTION AGREEMENT (the “Agreement”), by and between Buzz Management Aggregator L.P., a Delaware limited partnership (the “Partnership”) and the individual named on the signature page hereto (the “Participant”), is made as of the date set forth on the signature page hereto (the “Signature Page”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Annex I hereto. All references herein to “dollars” or “$” are to United States dollars. The parties to this Agreement are sometimes referred to herein together as the “Parties” and individually as a “Party”.
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc.
This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated February 22, 2023 (the “Effective Date”) by and between Bumble Trading LLC, a Delaware limited company (the “Company”) and Laura Franco (“Executive”).
FIRST AMENDMENT TO FOUNDER AGREEMENTFounder Agreement • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc.
This FIRST AMENDMENT TO FOUNDER AGREEMENT (this “Amendment”), dated as of May 1, 2020, is by and between Buzz Holdings L.P., a Delaware limited partnership (“Parent”) and Whitney Wolfe Herd (the “Founder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG BUZZ HOLDINGS L.P., BUZZ MERGER SUB LTD., WORLDWIDE VISION LIMITED AND BUZZ SR LIMITED, as the Seller Representative November 8, 2019Merger Agreement • January 7th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 8, 2019 by and among Buzz Holdings L.P., a Delaware limited partnership (“Parent”), Buzz Merger Sub Ltd., an exempted limited company incorporated under the Laws of Bermuda and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Worldwide Vision Limited, an exempted limited company incorporated under the Laws of Bermuda (the “Company”), and Buzz SR Limited, an English private limited company, solely in its capacity as the representative of the Sellers (the “Seller Representative”). Each of Parent, Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Seller Representative, shall be referred herein from time to time as a “Party” and collectively as the “Parties.”
FOUNDER AGREEMENTFounder Agreement • January 7th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This FOUNDER AGREEMENT (the “Agreement”) by and between Buzz Holdings L.P., a Delaware limited partnership (“Parent”) and Whitney Wolfe Herd (the “Founder”) is made as of November 8, 2019. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Annex I hereto. All references herein to “dollars” or “$” are to United States dollars. The parties to this Agreement are sometimes referred to herein as the “Parties”.
SHARE AND UNIT REPURCHASE AGREEMENTShare and Unit Repurchase Agreement • December 4th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc.
THIS SHARE AND UNIT REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of December, 2023, by and among Bumble Inc., a Delaware corporation (“Bumble”), Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings” and, together with Bumble, the “Bumble Parties,” and each a “Bumble Party”), and the selling shareholders (the “Selling Shareholders”) and the selling unitholders (the “Selling Unitholders” and together with the Selling Shareholders, the “Sellers,” and each a “Seller”) set forth on Schedule I hereto.
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BUZZ HOLDINGS L.P.Limited Partnership Agreement • August 13th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDMENT No. 1, dated as of June 25, 2021 (this “Amendment”), to the Second Amended and Restated Limited Partnership Agreement (as amended, the “LPA”) of Buzz Holdings L.P., a Delaware limited partnership (the “Partnership”), is entered into by Bumble Inc., in its capacity as General Partner of the Partnership (the “General Partner”). Capitalized terms used herein but not defined shall have the meaning set forth in the LPA.
AMENDED AND RESTATED INCENTIVE UNIT SUBSCRIPTION AGREEMENT (Class B Units of Parent)Incentive Unit Subscription Agreement • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Texas
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • Bumble Inc. • Services-computer programming, data processing, etc.
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated March 16, 2022 by and between Bumble Trading LLC, a Delaware limited company (the “Company”) and Anuradha Subramanian (“Executive”).
TRADEMARK ASSIGNMENT AND LICENSETrademark Assignment and License • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This TRADEMARK ASSIGNMENT AND LICENSE (this “Assignment”) is made as of January 29, 2020 (the “Effective Date”), by and between WHITNEY WOLFE HERD, an individual having an address of 1209 Orange St., Wilmington, Delaware 19801 (“Assignor”), and BUMBLE HOLDING LIMITED a limited company incorporated under the laws of England and Wales located at The Broadgate Tower, Third Floor, 20 Primrose Street, London EC2A 2RS, U.K. (“Assignee”). Assignor and Assignee may each be referred to herein individually as a “Party” and collectively as the “Parties”.
Buzz Holdings L.P.Retention Bonus Agreement • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • England and Wales
Buzz Holdings L.P. (“Parent”) has identified you as key to the business of Worldwide Vision Limited (the “Company”) and, as such, desires to encourage you to remain employed with the Company. Accordingly, in connection with the acquisition of the Company by Parent (the “Transaction”), Parent is pleased to provide you with a retention bonus opportunity. This letter agreement (this “Agreement”) sets forth the terms and conditions of the retention bonus as well as the terms and conditions of your employment following the closing of the Transaction.
ContractSupport and Services Agreement • December 11th, 2020 • Bumble Inc. • Services-computer programming, data processing, etc. • New York
This SUPPORT AND SERVICES AGREEMENT (this “Agreement”) is dated January 29, 2020 and is between Buzz Holdings L.P., a Delaware limited partnership (together with its successors, “Parent”), Buzz Merger Sub Ltd., an exempted limited company incorporated under the laws of Bermuda and a wholly owned indirect subsidiary of Parent (together with its successors, the “Company”), and Blackstone Buzz Holdings L.P., a Delaware limited partnership (together with its affiliated investment funds and each of their respective alternative investment vehicles, affiliated co-investing funds and alternative investment vehicles, and each of their affiliated advisers, “BBH”) affiliated with The Blackstone Group Inc. (“Blackstone”).
SHARE AND UNIT REPURCHASE AGREEMENTShare and Unit Repurchase Agreement • March 4th, 2024 • Bumble Inc. • Services-computer programming, data processing, etc.
THIS SHARE AND UNIT REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of March, 2024, by and among Bumble Inc., a Delaware corporation (“Bumble”), Buzz Holdings L.P., a Delaware limited partnership (“Bumble Holdings” and, together with Bumble, the “Bumble Parties,” and each a “Bumble Party”), and the selling shareholders (the “Selling Shareholders”) and the selling unitholders (the “Selling Unitholders” and together with the Selling Shareholders, the “Sellers,” and each a “Seller”) set forth on Schedule I hereto.
TRANSITION AGREEMENTTransition Agreement • August 23rd, 2023 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware
THIS TRANSITION AGREEMENT (this “Agreement”) is made as of August 22, 2023 (the “Agreement Date”) by and among Tariq Shaukat, an individual (“Executive”), Bumble Trading LLC, a Delaware limited company (the “Company”), and, solely with respect to Section 3, Bumble Inc., a Delaware corporation (“Bumble”) and Buzz Holdings L.P., a Delaware limited partnership (“Buzz Holdings”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in that certain Employment Agreement, dated as of July 12, 2020, between the Company and Executive (the “Employment Agreement”). In consideration of the payments and benefits described herein to be provided to Executive, the sufficiency of which is acknowledged hereby, the parties agree as follows:
BADOO LIMITED (1) and IDAN WALLICHMAN (2) SERVICE AGREEMENT Mishcon de Reya LLP Africa House London WC2B 6AH Tel: [phone number] Fax: [fax number] Ref: [reference number]Service Agreement • January 15th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • England and Wales
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc.
This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated February 22, 2023 (the “Effective Date”) by and between Bumble Trading LLC, a Delaware limited company (the “Company”) and Anuradha Subramanian (“Executive”)
Whitney Wolfe Herd Re: Transition Letter: Executive Chair Dear Whitney,Transition Letter • December 29th, 2023 • Bumble Inc. • Services-computer programming, data processing, etc.
This letter confirms the understanding between you and Bumble Inc. (the “Company”) regarding the transition of leadership that will take place on January 2, 2024 (the “Transition Date”).
