Zillow Group, Inc. Class C Capital Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • May 14th, 2020 • Zillow Group, Inc. • Services-business services, nec • New York
Zillow Group, Inc., a corporation organized under the laws of Washington (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of 1,200,000 additional shares (the “Optional Securities”) of Class C capital stock of the Company, par value $0.0001 per share (“Stock”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively referred to as the “Securities”.
Zillow Group, Inc. Underwriting AgreementZillow Group, Inc. • May 14th, 2020 • Services-business services, nec • New York
Zillow Group, Inc., a corporation organized under the laws of Washington (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the 2.75% Convertible Senior Notes due 2025 (the “Firm Securities”), which shall be convertible into shares of Class C capital stock of the Company, par value $0.0001 per share (“Stock”, and any shares of Stock issuable upon conversion of the Securities (as defined below), including, for the avoidance of doubt, any additional shares deliverable upon conversion in connection with a make-whole fundamental change, the “Underlying Securities”), cash or a combination of cash and Stock at the election of the Company, and, at the
