0001193125-19-170188 Sample Contracts

Dealer address]
Coupa Software Inc • June 11th, 2019 • Services-prepackaged software

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Coupa Software Incorporated (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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COUPA SOFTWARE INCORPORATED AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 11, 2019 0.125% Convertible Senior Notes due 2025
Coupa Software Incorporated • June 11th, 2019 • Coupa Software Inc • Services-prepackaged software • New York

INDENTURE, dated as of June 11, 2019, between COUPA SOFTWARE INCORPORATED, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

Dealer address]
Coupa Software Inc • June 11th, 2019 • Services-prepackaged software

Reference is made to the letter agreement, dated as of January [11][16], 2018, confirming the terms and conditions of that certain [base][additional] call option transaction (the “Transaction”) entered into between [ ] (“Dealer”) and Coupa Software Incorporated (“Counterparty”) as of the “Trade Date” specified therein (as amended and supplemented from time to time, the “Confirmation”). Any capitalized term used herein and not expressly defined herein has the meaning assigned to it in the Confirmation.

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