0001193125-21-019619 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement is effective as of [______], 2021 (this “Agreement”) and is between Bumble Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

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TAX RECEIVABLE AGREEMENT between BUMBLE INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021
Tax Receivable Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2021, and is between Bumble Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).

INCENTIVE UNIT AWARD AGREEMENT (Incentive Units of Partnership)
Incentive Unit Award Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware

THIS INCENTIVE UNIT AWARD AGREEMENT (this “Agreement”) by and between Buzz Management Aggregator L.P., a Delaware limited partnership (“Partnership”), Buzz Holdings L.P., a Delaware limited partnership (“Parent”), and the individual named on the Signature Page hereto (“Participant”) is made as of the date set forth on such Signature Page.

STOCKHOLDERS AGREEMENT DATED AS OF [_] AMONG BUMBLE INC. AND THE OTHER PARTIES HERETO
Stockholders Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York

This Stockholders Agreement is entered into as of [_], 2021 by and among Bumble Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Principal Stockholders”).

REGISTRATION RIGHTS AGREEMENT by and among BUMBLE INC. and THE OTHER PARTIES HERETO Dated as of [_]
Registration Rights Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [_] and is by and among Bumble Inc., a Delaware corporation (the “Company”), the Founder Investor (as defined below), the Blackstone Investor (as defined below), the Accel Investor (as defined below) and each other Person who at any time, acquires Common Stock (as defined below) of the Company and, with the consent of the Blackstone Investor and the Founder Investor, executes a Joinder Agreement (as defined below).

EXCHANGE AGREEMENT
Exchange Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of [_], 2021, among Bumble Inc., a Delaware corporation, Buzz Holdings L.P., a Delaware limited partnership, and the holders, other than the Corporation, of Common Units (as defined herein) from time to time party hereto.

BUZZ HOLDINGS L.P. A Delaware Limited Partnership SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of [_______], 2021
Limited Partnership Agreement • January 28th, 2021 • Bumble Inc. • Services-computer programming, data processing, etc. • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Buzz Holdings L.P. (the “Partnership”), dated and effective as of [_______], 2021, is adopted by, and executed and agreed to, for good and valuable consideration, by and among Bumble Inc., a Delaware corporation, as General Partner (as defined below), the Blackstone Limited Partner (as defined below), the Founder Limited Partner (as defined below), the Management Limited Partners (as defined below) and each other Person who becomes a Partner in accordance with the terms of this Agreement.

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