STOCKHOLDERS’ AGREEMENT dated as of February 1, 2021 among QUALTRICS INTERNATIONAL INC., SAP AMERICA, INC., SLP QuartZ Aggregator, L.P. and Q II, LLCStockholders' Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Contract Type FiledMarch 9th, 2021 Company Industry JurisdictionArticle IDefinitions Section 1.1 Defined Terms 1 Article IICovenants and Other Matters Section 2.1 Government Approvals 6 Section 2.2 Company Board Matters 6 Section 2.3 Section 16 Matters 8 Section 2.4 Corporate Waiver 9 Article IIIRegistration Rights Section 3.1 Demand Registration. 10 Section 3.2 Piggyback Registration 13 Section 3.3 Expenses 15 Section 3.4 Blackout Period 15 Section 3.5 Selection of Underwriters 16 Section 3.6 Obligations of the Company 16 Section 3.7 Obligations of Selling Holders 19 Section 3.8 Underwriting; Due Diligence 19 Section 3.9 Indemnification and Contribution 20 Section 3.10 Rule 144 and Form S-3 Eligibility 23 Section 3.11 Holdback Agreement 23 Section 3.12 Term 24 Section 3.13 No Superior Rights 24 Article IVMiscellaneous Section 4.1 Entire Agreement 24 Section 4.2 Governing Law and Jurisdiction 25 Section 4.3 Consent to Jurisdiction 25 Section 4.4 Waiver of Jury Trial 25 Section 4.5 Specific Performance 25 Section 4.6 Termination; Amendments and Waiv
STOCKHOLDERS’ AGREEMENT dated as of February 1, 2021 among QUALTRICS INTERNATIONAL INC., SAP AMERICA, INC., SLP QUARTZ AGGREGATOR, L.P. and Q II, LLCStockholders’ Agreement • February 11th, 2021 • Silver Lake Group, L.L.C. • Services-prepackaged software • Delaware
Contract Type FiledFebruary 11th, 2021 Company Industry JurisdictionThis Stockholders’ Agreement (this “Agreement”) is entered into as of February 1, 2021, by and among Qualtrics International Inc., a Delaware corporation (the “Company”), SAP America, Inc., a Delaware corporation (“SAP”), SLP Quartz Aggregator, L.P., a Delaware limited partnership (“Silver Lake”), and Q II, LLC, a Utah limited liability company (“Q II”). Each of the foregoing is referred to as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 1.1.
FORM OF STOCKHOLDERS’ AGREEMENT dated as of [__] among QUALTRICS INTERNATIONAL INC., SAP AMERICA, INC., SILVER LAKE PARTNERS VI DE (AIV), L.P. and Q II, LLCStockholders’ Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Contract Type FiledDecember 28th, 2020 Company Industry JurisdictionThis Stockholders’ Agreement (this “Agreement”) is entered into as of [__], 202[_], by and among Qualtrics International Inc., a Delaware corporation (the “Company”), SAP America, Inc., a Delaware corporation (“SAP”), Silver Lake Partners VI DE (AIV), L.P., a Delaware limited partnership (“Silver Lake”), and Q II, LLC, a Utah limited liability company (“Q II”). Each of the foregoing is referred to as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 1.1.