Common use of Intercompany Notes Clause in Contracts

Intercompany Notes. After the IPO Effective Time, and prior to the IPO Date, Qualtrics shall have issued Note 1 and Note 2 as a dividend payable to all holders of record of Common Stock as of immediately prior to the IPO Effective Time (other than any such holder of Common Stock who shall have waived its right to receive such dividend) in an amount equal to (i) the amount by which the sum of the anticipated net proceeds to Qualtrics in the IPO (but excluding proceeds received in respect of Rollover Shortfall Shares), plus the proceeds to Qualtrics from all sales of Class A common stock in private placement transactions after the filing of the IPO Registration Statement and occurring substantially concurrent with or prior to the IPO Date, minus anticipated transaction expenses, exceeds $500 million (such amount, the “IPO Dividend Amount”), payable in the form of a promissory note in the form of Note 1, and (ii) $500 million, payable in the form of a promissory note in the form of Note 2;

Intercompany Notes. After the IPO Effective Time, and prior to the IPO Date, Qualtrics shall have issued Note 1 and Note 2 as a dividend payable to all holders of record of Common Stock as of immediately prior to the IPO Effective Time (other than any such holder of Common Stock who shall have waived its right to receive such dividend) in an amount equal to (i) the amount by which the sum of the anticipated net proceeds to Qualtrics in the IPO (but excluding proceeds received in respect of Rollover Shortfall Shares), plus the proceeds to Qualtrics from all sales of Class A common stock in private placement transactions after the filing of the IPO Registration Statement and occurring substantially concurrent with or prior to the IPO Date, minus anticipated transaction expensesexpenses and cash required for the settlement of Cash-Settled Equity Awards vesting in January 2021 and not eligible to be tendered in the exchange offer, exceeds the amount required to provide Qualtrics with approximately $500 million in cash following the closing of the IPO (such amount, the “IPO Dividend Amount”), payable in the form of a promissory note in the form of Note 1, and (ii) $500 million, payable in the form of a promissory note in the form of Note 2;

Intercompany Notes. After the IPO Effective Time, and prior to the IPO Date, Qualtrics shall have issued Note 1 and Note 2 as a dividend payable to all holders of record of Common Stock as of immediately prior to the IPO Effective Time (other than any such holder of Common Stock who shall have waived its right to receive such dividend) in an amount equal to (i) the amount by which the sum of the anticipated net proceeds to Qualtrics in the IPO (but excluding proceeds received in respect of Rollover Shortfall Shares), plus the proceeds to Qualtrics from all sales of Class A common stock in private placement transactions after the filing of the IPO Registration Statement and occurring substantially concurrent with or prior to the IPO Date, minus anticipated transaction expenses, and cash required for the settlement of Cash-Settled Equity Awards vesting in January 2021 and not eligible to be tendered in the exchange offer, exceeds the amount required to provide Qualtrics with approximately $500 million in cash following the closing of the IPO (such amount, the “IPO Dividend Amount”), payable in the form of a promissory note in the form of Note 1, and (ii) $500 million, payable in the form of a promissory note in the form of Note 2;