Cloudflare, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 3rd, 2019 • Cloudflare, Inc. • Services-prepackaged software • New York
Cloudflare, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this underwriting agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CLOUDFLARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 3rd, 2019 • Cloudflare, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Cloudflare, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [insert name] (“Indemnitee”).
August 30, 2019 Ms. Michelle Zatlyn c/o Cloudflare, Inc. San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Ms. Zatlyn:Confirmatory Employment Letter • September 3rd, 2019 • Cloudflare, Inc. • Services-prepackaged software
This letter agreement (the “Agreement”) is entered into between Michelle Zatlyn (“you”) and Cloudflare, Inc. (the “Company” or “we”), effective as of August 30, 2019 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.
