0001193125-18-055809 Sample Contracts

DROPBOX, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of , and is between Dropbox, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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DROPBOX, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • California
THIRD AMENDMENT TO OFFICE LEASE
Office Lease • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software

This THIRD AMENDMENT TO OFFICE LEASE (“Third Amendment”) is made and entered into as of October 6, 2017, by and between KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).

DROPBOX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • California

This Change in Control and Severance Agreement (the “Agreement”) is made between Dropbox, Inc. (the “Company”) and [ ] (the “Executive”), effective on the date of the Company’s signature below (the “Effective Date”).

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software

This FIRST AMENDMENT TO OFFICE LEASE (“First Amendment”) is made and entered into as of the 5th day of June, 2015, by and between KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).

THE EXCHANGE KR MISSION BAY, LLC, a Delaware limited liability company as Landlord, and DROPBOX, INC., a Delaware corporation, as Tenant.
Project Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • California

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KR MISSION BAY, LLC, a Delaware limited liability company (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).

SECOND AMENDMENT TO OFFICE LEASE
Office Lease • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software

This SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into as of the 3rd day of May, 2016, by and between KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).

Contract
Incremental Facility and Amendment Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • New York

INCREMENTAL FACILITY AND AMENDMENT AGREEMENT dated as of February 9, 2018 (this “Agreement”), among DROPBOX, INC., the LENDERS and ISSUING BANKS party hereto, the GUARANTORS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

RECITALS
Second Amendment and Restatement Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • New York

REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 20, 2014, as amended and restated as of May 9, 2014, and as further amended and restated as of April 3, 2017, among DROPBOX, INC., as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender.

DROPBOX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • California

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2014, by and among Dropbox, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).

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