AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of February 19, 2021, among NERDWALLET, INC. and NERDWALLET COMPARE, INC., jointly and severally, individually and collectively, as the Borrower, THE SEVERAL LENDERS FROM...Credit Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLET, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).
Re: Letter Agreement re: 2020 Class A Common Stock Purchase Ladies and Gentlemen:Letter Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation • Delaware
This Letter Agreement (this “Agreement”) is made by and among NerdWallet, Inc., a Delaware corporation (the “Company”) on the one hand, and iGlobe Platinum Fund II Pte. Ltd., iGlobe Platinum Fund III Limited, and iGlobe Treasury Management Pte. Ltd., (each a “Buyer” and collectively the “Buyers”) on the other hand, in connection with the Buyers’ purchase of 1,471,428 shares of the Company’s Class A Common Stock (the “Shares”) pursuant to that certain Class A Common Stock Purchase Agreement between the Buyer and the Company, among others, dated as of November 17, 2020 (the “Purchase Agreement”), according to the following allocation:
INVESTORS’ RIGHTS AGREEMENTRights Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of January, 2015, by and among NerdWallet, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
AMENDMENT OF INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation
This Amendment of Investors’ Rights Agreement (this “Amendment”) is made as of June 19, 2015 and amends the Investors’ Rights Agreement, dated January 30, 2015, among NerdWallet, Inc. (the “Company”) and the other parties thereto (the “Agreement”).
SUBLEASENerdwallet, Inc. • June 16th, 2021 • Services-computer processing & data preparation • California
THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE BENEFICIARY AS TRANSFEREE AND ONLY UP TO THE THEN AVAILABLE AMOUNT, ASSUMING SUCH TRANSFER TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT NOT LIMITED TO THE REGULATIONS OF THE U. S. DEPARTMENT OF TREASURY AND U. S. DEPARTMENT OF COMMERCE. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S), IF ANY, MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS LETTER OF CREDIT TOGETHER WITH OUR TRANSFER FORM ATTACHED HERETO AS EXHIBIT “B” DULY EXECUTED. THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED BY BENEFICIARY’S BANK. APPLICANT SHALL PAY OUR TRANSFER FEE OFF ¼ OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00) UNDER THIS LETTER OF CREDIT AND PAYMENT OF SUCH FEE WILL NOT BE A CONDITION TO OUR OBLIGATION TO HONOR A TRANSFER REQUEST.
AMENDMENT NO. 4 TO THE INVESTORS’ RIGHTS AGREEMENTRights Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDMENT NO.4 TO THE INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of April 7, 2020 by and among NerdWallet, Inc., a Delaware corporation (the “Company”), and the undersigned Investors (the “Amending Investors”). Unless otherwise indicated, capitalized terms used in this Amendment but not defined herein shall have the meaning given to them in the Rights Agreement (as defined below).
FIRST AMENDMENT TO SUBLEASESublease • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO SUBLEASE (“First Amendment”) is entered into as of May 23, 2018 (the “First Amendment Effective Date”), by and between TWITTER, INC., a Delaware corporation (“Sublandlord”), and NERDWALLET, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
July 17, 2020 Innovius Capital Sirius I, LP Attn: Justin Moore Re: Letter Agreement re: 2020 Secondary Stock Purchases Ladies and Gentlemen:Letter Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation • Delaware
This Letter Agreement (this “Agreement”) is made by and among NerdWallet, Inc., a Delaware corporation (the “Company”) and Innovius Capital Sirius I, L.P., a Delaware limited partnership (the “Buyer”) in connection with the Buyer’s purchases of shares of the Company’s Class A Common Stock from certain sellers identified by the Buyer to the Company (the “Secondary Purchases”). The Company and the Buyer agree as follows.
THIRD AMENDMENT OF INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation
This Third Amendment of Investors' Rights Agreement (this "Third Amendment") is made as of June 29, 2016, and amends the Investors' Rights Agreement, dated January 30, 2015, among NerdWallet, Inc. (the "Company") and the other parties thereto (the "Agreement"), as amended on June 19, 2015 and August 26, 2015.
SECOND AMENDMENT OF INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation
This Second Amendment of Investors’ Rights Agreement (this “Second Amendment”) is made as of August 26, 2015, and amends the Investors’ Rights Agreement, dated January 30, 2015, among NerdWallet, Inc. (the “Company”) and the other parties thereto (the “Agreement”), as amended on June 19, 2015.
NERDWALLET, INC.Equity Incentive Plan • June 16th, 2021 • Nerdwallet, Inc. • Services-computer processing & data preparation • California
Unless otherwise defined herein, the terms defined in the 2012 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
