UBER TECHNOLOGIES, INC. AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT

Exhibit 10.13

UBER TECHNOLOGIES, INC.

AMENDMENT NO. 2 TO

UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT

This Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 24, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Xxxxxxxxx UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and ICQ Opportunities Fund 4, L.P., a Delaware limited partnership (the “Iconiq Purchaser”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

WHEREAS, the Company, the HH Purchaser and the Iconiq Purchaser previously entered into that certain Unsecured PIK Convertible Notes Purchase Agreement, dated as of June 5, 2015 (as amended on September 2, 2015, the “Purchase Agreement”);

WHEREAS, Section 7.8 of the Purchase Agreement provides that the Purchase Agreement may be amended with the written consent of (i) the Company and (ii) each of the HH Requisite Holders and the New Purchaser Requisite Holders; and

WHEREAS, as of immediately prior to the execution of this Amendment, (i) the HH Purchaser constitutes the HH Requisite Holders and (ii) the Iconiq Purchaser constitutes the New Purchaser Requisite Holders;

NOW, THEREFORE, in consideration of the foregoing recitals and for other consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. AMENDMENT OF PURCHASE AGREEMENT.

1.1 Section 1.1(a) of the Purchase Agreement. Clause (iii) of Section 1.1(a) of the Purchase Agreement shall be amended by replacing the words “the aggregate principal amount of all Note(s) to be issued to the HH Purchaser pursuant to this Agreement shall in no event be greater than $1,200,000,000” with the words “the aggregate principal amount of all Note(s) to be issued to the HH Purchaser pursuant to this Agreement shall in no event be greater than $700,000,000”.

1.2 Section 1.2(c) of the Purchase Agreement. Clause (ii) of the first sentence of Section 1.2(c) of the Purchase Agreement shall be amended by replacing the words “up to an additional $500,000,000 of Notes (in the aggregate) to each Other Investor (as defined below)” with the words “up to an additional $1,000,000,000 of Notes (in the aggregate) to each Other Investor (as defined below)”.

2. MISCELLANEOUS.

2.1 Entire Agreement. This Amendment, the Purchase Agreement and the other documents referred to herein and therein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and thereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled. Except as specifically amended hereby, the Purchase Agreement is in all respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall be and remain in full force and effect and are hereby incorporated by reference, except as modified, amended and/or restated as set forth herein. This Amendment shall be deemed to form an integral part of the Purchase Agreement. In the event of any inconsistency or conflict between the provisions of the Purchase Agreement and this Amendment, the provisions of this Amendment will prevail and govern. All references to the “Agreement” in the Purchase Agreement shall hereinafter refer to the Purchase Agreement as amended by this Amendment.

2.2 Amendments. The Purchase Agreement and this Amendment may be amended only as set forth in Section 7.8 of the Purchase Agreement (as amended hereby).

2.3 Effectiveness. The provisions of this Amendment shall be effective upon the execution hereof by the Company, the HH Requisite Holders and the New Purchaser Requisite Holders.

2.4 Titles and Subtitles. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

2.5 Severability. If one or more provisions of this Amendment are held to be unenforceable under applicable law, such provision shall be excluded from this Amendment, and the balance of the Amendment shall be interpreted as if such provision were so excluded, and shall be enforceable in accordance with its terms.

2.6 Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Amendment.

2.7 Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

2.8 Facsimile and Electronic Signatures. This Amendment may be executed and delivered by facsimile, or electronically in portable document format (.pdf), and upon such delivery, the facsimile or electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

2.9 Governing Law. The internal law of the State of New York will govern and be used to construe this Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto, without giving effect to applicable principles of conflicts of law.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement to be executed as of the day and year first above written.

COMPANY:
UBER TECHNOLOGIES, INC.
By:		/s/ Xxxxxx Xxxxxxxx
		Xxxxxx Xxxxxxxx, Chief Executive Officer

SIGNATURE PAGE TO AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement to be executed as of the day and year first above written.

HH PURCHASER:
XXXXXXXXX UB NOTE HOLDINGS, L.P., a Cayman Islands exempted limited partnership
By:		HCM UB CO-INVEST GP, LTD., a Cayman Islands exempted company
Title:		General Partner
By:
/s/ Xxxxx Ma
Name:		Xxxxx Ma
Title:		Director

SIGNATURE PAGE TO AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement to be executed as of the day and year first above written.

ICONIQ PURCHASER:
ICQ XXXXXXXXXXXXX XXXX 0, X.X.
By:		ICQ Opportunities GP, L.P., its general partner
/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Authorized Signatory
Address:
Iconiq Capital Management, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx
With a copy to (which shall not constitute notice):
Xxxxxxx Procter LLP The New York Times Building 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxx X. Nissan

SIGNATURE PAGE TO AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT