DOCUSIGN, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of January 15, 2021 0% Convertible Senior Notes due 2024Indenture • January 15th, 2021 • Docusign, Inc. • Services-prepackaged software • New York
INDENTURE dated as of January 15, 2021 between DOCUSIGN, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Shares DOCUSIGN, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT September , 2018Underwriting Agreement • September 11th, 2018 • Docusign Inc • Services-prepackaged software • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 8th, 2023 • Docusign, Inc. • Services-prepackaged software • New York
This CREDIT AGREEMENT is entered into as of January 11, 2021 among DOCUSIGN, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), the L/C Issuers (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer.
ContractDocusign Inc • January 22nd, 2018 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNCEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
OFFICE LEASE 221 MAIN STREET 221 MAIN PROPERTY OWNER LLC, a Delaware limited liability company, as Landlord, and DOCUSIGN, INC., a Washington corporation as Tenant.Office Lease • March 28th, 2018 • Docusign Inc • Services-prepackaged software • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between 221 MAIN PROPERTY OWNER LLC, a Delaware limited liability company (“Landlord”), and DOCUSIGN, INC., a Washington corporation (“Tenant”).
INDEMNITY AGREEMENTIndemnity Agreement • December 3rd, 2020 • Docusign, Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [___________], between DocuSign, Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).
DOCUSIGN, INC.Stock Option Agreement • January 22nd, 2018 • Docusign Inc • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Amended and Restated 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement for U.S. Employees (the “Option Agreement”).
DOCUSIGN, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • March 31st, 2021 • Docusign, Inc. • Services-prepackaged software • California
This Amended and Restated Executive Severance and Change in Control Agreement (the “Agreement”) by and between Lambert Walsh (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective on March 13, 2021 (the “Agreement Date”). This Agreement supersedes in its entirety that certain Executive Severance and Change in Control Plan between Executive and the Company dated June 6, 2019 (the “Prior Agreement”).
DOCUSIGN, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 16th, 2023 • Docusign, Inc. • Services-prepackaged software • California
This Executive Severance and Change in Control Agreement (the “Agreement”) by and between Blake Grayson (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective as of the date set forth on the signature page hereto (the “Agreement Date”).
DOCUSIGN, INC. AMENDED AND RESTATED RETENTION AGREEMENTRetention Agreement • April 17th, 2018 • Docusign Inc • Services-prepackaged software • California
This Amended and Restated Retention Agreement (the “Agreement”) is effective as of March 30, 2018, by and between Neil Hudspith (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”), and amends and restates the prior Retention Agreement between Executive and the Company dated September 14, 2016.
FORBEARANCE AGREEMENTForbearance Agreement • January 22nd, 2018 • Docusign Inc • Services-prepackaged software • New York
This Forbearance Agreement (this “Agreement”) is dated and effective as of March 17, 2016 by and among DOCUSIGN, INC., a Delaware corporation (the “Borrower”), DOCUSIGN INTERNATIONAL, INC., a Delaware corporation (“DS International”), CARTAVI, LLC, a Delaware limited liability company (“Cartavi”, and together with DS International, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions or entities party to the Credit Agreement (as defined below) as a “Lender” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), SVB, as the Issuing Lender (as defined in the Credit Agreement referred to below), and SVB, as the Swingline Lender (as defined in the Credit Agreement referred to below). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreemen
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • January 16th, 2024 • Docusign, Inc. • Services-prepackaged software • California
This Separation Agreement and General Release of Claims (“Agreement”) is entered into by and between Inhi Suh (“Employee” or “You”) and DocuSign, Inc., a Delaware corporation (“DocuSign” or the “Company”), each individually referred to as a “Party” and collectively referred to as the “Parties.” This Agreement will become effective on the eighth (8th) day after its execution by the Parties, provided that Employee has not previously revoked it as permitted by Section 10(vi) below (the “Effective Date”).
DOCUSIGN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 30, 2015Investors’ Rights Agreement • March 28th, 2018 • Docusign Inc • Services-prepackaged software • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is dated as of April 30, 2015 and is effective as of (but not prior to) the Initial Closing (as defined in the Purchase Agreement (as defined below)), by and among DocuSign, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto, each of which is herein referred to as a “Series A Investor,” the investors listed on Exhibit B hereto, each of which is referred to herein as a “Series A-1 Investor,” the investors listed on Exhibit C hereto, each of which is referred to herein as a “Series B Investor”, the investors listed on Exhibit D hereto, each of which is referred to herein as a “Series B-1 Investor”, the investors listed on Exhibit E hereto, each of which is referred to herein as a “Series C Investor”, the investors listed on Exhibit F hereto, each of which is referred to herein as a “Series D Investor”, the investors listed on Exhibit G hereto, each of which is referred to herein as
FIFTH AMENDMENT TO OFFICE LEASE (221 Main, San Francisco, California: DocuSign, Inc.)Office Lease • March 28th, 2018 • Docusign Inc • Services-prepackaged software
THIS FIFTH AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of the 21st day of June, 2016 (the “Effective Date”), by and between COLUMBIA REIT – 221 MAIN, LLC, a Delaware limited liability company (“Landlord”), as successor of 221 Main, LLC (“Original Landlord”) and DOCUSIGN, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • January 22nd, 2018 • Docusign Inc • Services-prepackaged software • New York
This Third Amendment to Credit Agreement and Waiver (this “Agreement”) is dated and effective as of December 22, 2017 by and among DOCUSIGN, INC., a Delaware corporation (the “Borrower”), DOCUSIGN INTERNATIONAL, INC., a Delaware corporation (“DS International”), CARTAVI, LLC, a Delaware limited liability company (“Cartavi”, and together with DS International, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions or entities party to the Credit Agreement (as defined below) as a “Lender” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), SVB, as the Issuing Lender (as defined in the Credit Agreement referred to below), and SVB, as the Swingline Lender (as defined in the Credit Agreement referred to below). All capitalized terms used herein and not otherwise defined shall have the same meaning here
March 27, 2018 Daniel Springer Re: Restated Employment Terms Dear Dan:Docusign Inc • March 28th, 2018 • Services-prepackaged software
This offer letter (the “Agreement”) amends and restates the offer letter between you and DocuSign, Inc. (the “Company”) dated December 23, 2016 (the “Prior Agreement”). As discussed, the terms of this Agreement govern with respect to your employment, and will supersede and replace the terms and conditions set forth in the Prior Agreement.
ELEVENTH AMENDMENT TO OFFICE LEASE (221 Main, San Francisco, California: DocuSign, Inc.)Office Lease • March 27th, 2023 • Docusign, Inc. • Services-prepackaged software
THIS ELEVENTH AMENDMENT TO OFFICE LEASE (this "Amendment") is made and entered into as of the 14th day of December, 2022 (the "Effective Date"), by and between COLUMBIA REIT-221 MAIN STREET, LP, a Delaware limited partnership ("Landlord"), as successor of 221 Main, LLC ("Original Landlord") and DOCUSIGN, INC., a Delaware corporation ("Tenant").
DOCUSIGN, INC.Stock Option Agreement • May 1st, 2018 • Docusign Inc • Services-prepackaged software • Washington
Unless otherwise defined herein, the tenns defined in the 2003 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
DocuSign, Inc.Confidentiality Agreement • September 22nd, 2022 • Docusign, Inc. • Services-prepackaged software • California
On behalf of the Board of Directors (the “Board”) of DocuSign, Inc. (the “Company”), I am pleased to offer you (“Executive”) the position of President and Chief Executive Officer (“CEO”). The terms of your employment with the Company will be as follows in this offer letter agreement (this “Agreement”):
TRANSITION SERVICES & SEPARATION AGREEMENTTransition Services & Separation Agreement • March 10th, 2023 • Docusign, Inc. • Services-prepackaged software • California
This Transition Services & Separation Agreement (“Agreement”) is entered into by and between Cynthia Gaylor (“Executive” or “You”) and DocuSign, Inc., a Delaware corporation (“DocuSign” or the “Company”), each individually referred to as a “Party” and collectively referred to as the “Parties”). This Agreement will become effective on the date that it is signed by both Parties (the “Agreement Date”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of DOCUSIGN, INC. Dated as of January 23, 2011 Void after the date specified in Section 7Docusign Inc • January 22nd, 2018 • Services-prepackaged software • Washington
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • January 22nd, 2018 • Docusign Inc • Services-prepackaged software • New York
This First Amendment to Credit Agreement and Waiver (this “Agreement”) is dated and effective as of April 28, 2016 by and among DOCUSIGN, INC., a Delaware corporation (the “Borrower”), DOCUSIGN INTERNATIONAL, INC., a Delaware corporation (“DS International”), CARTAVI, LLC, a Delaware limited liability company (“Cartavi”, and together with DS International, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions or entities party to the Credit Agreement (as defined below) as a “Lender” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), SVB, as the Issuing Lender (as defined in the Credit Agreement referred to below), and SVB, as the Swingline Lender (as defined in the Credit Agreement referred to below). All capitalized terms used herein and not otherwise defined shall have the same meaning herein
DocuSign, Inc. Second Amended and Restated Executive Severance and Change in Control AgreementControl Agreement • March 15th, 2024 • Docusign, Inc. • Services-prepackaged software • California
This Second Amended and Restated Executive Severance and Change in Control Agreement (this “Agreement”) is entered into as of March 13, 2024 (the “Effective Date”) by and between DocuSign, Inc., a Delaware corporation (the “Company”) and Steve Shute (the “Executive”), an employee of the Company. This Agreement supersedes and replaces in its entirety Executive’s Prior Severance Arrangement. In exchange for the Executive’s execution of this Agreement, the Executive will be eligible to receive certain payments and benefits in the event of Executive’s qualifying termination of employment, subject to the terms and conditions of this Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed to them in Exhibit A or Exhibit B, as applicable.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 28th, 2020 • Docusign, Inc. • Services-prepackaged software • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 26, 2020 (the “Agreement Date”), by and among DocuSign International, Inc., a Delaware corporation (“Purchaser”), Seal Software Group Limited, a company organized under the laws of England and Wales (the “Company”), DocuSign, Inc., a Delaware corporation and the parent company of Purchaser (solely for purposes of Section 10.13) (“Parent”) and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the shareholders’ representative (the “Shareholders’ Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
October 4, 2015 Rory O’Driscoll, Member, Board of Directors DocuSign, Inc. San Francisco, CA 94105 Dear Rory:Transition Agreement • April 3rd, 2018 • Docusign Inc • Services-prepackaged software • California
As we have discussed, this letter sets forth the terms of the transition agreement (the “Agreement”) between me and DocuSign, Inc. (the “Company”). As provided below, this Agreement modifies the Employment Agreement between me and the Company, dated August 5, 2011 (the “Prior Agreement”). This Agreement memorializes our mutual intent to agree that, subject in all cases to the specific terms in paragraphs 1 through 10 below: (i) my option vesting schedule will be modified as discussed below; (ii) I will remain as CEO with my current cash compensation and benefits until a successor CEO begins work, subject in all cases to the rights and obligations of the Board under the Prior Agreement, unless superseded herein, and with respect to employees and officers under applicable law and the Company’s Bylaws (the “Legal Duties”); (iii) I will continue to serve as Chairman for three years following the successor CEO’s start date, without cash compensation, subject to the Legal Duties; and (iv) I
DOCUSIGN, INC.Docusign, Inc. • June 22nd, 2022 • Services-prepackaged software
On behalf of the Board of Directors (the “Board”) of DocuSign, Inc. (the “Company”), I am pleased to offer you (“Executive” or “you”) the amended benefits under your Amended and Restated Executive Severance and Change in Control Agreement (the “Severance Agreement”) as set forth in this amendment letter (this “Amendment Letter”), which shall apply during the twelve-month period beginning June 21, 2022 and ending June 21, 2023 (such period, the “Enhanced Severance Period”). Defined terms used in this Amendment Letter, but not defined herein, shall have the meanings ascribed thereto in the Severance Agreement.
DocuSign, Inc.Docusign, Inc. • June 22nd, 2022 • Services-prepackaged software • California
On behalf of the Board of Directors (the “Board”) of DocuSign, Inc. (the “Company”), I am pleased to offer you (“Executive” or “you”) the position of Interim President and Chief Executive Officer (“Interim CEO”). The terms of your employment with the Company will be as follows in this offer letter agreement (this “Agreement”):
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • December 6th, 2021 • Docusign, Inc. • Services-prepackaged software • California
This Confidential Separation Agreement and General Release of Claims (“Agreement”) is entered into by and between Michael Sheridan (“Employee” or “You”) and DocuSign, Inc., a Delaware corporation (“DocuSign” or the “Company”), collectively referred to as the “Parties.” This Agreement will become effective on the eighth (8th) day after its execution by the Parties, provided that Employee has not revoked it as provided in Section 9(vi) below (the “Effective Date”).
DocuSign, Inc.Docusign, Inc. • March 10th, 2023 • Services-prepackaged software
Reference is made to the letter agreement by and between you DocuSign, Inc. (the “Company”) dated [_______] [__], 2022 (the “First Amendment Letter”). Defined terms used in this amendment letter (this “Second Amendment Letter”), but not defined in this Second Amendment Letter, shall have the meanings ascribed thereto in the First Amendment Letter.
SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • March 28th, 2018 • Docusign Inc • Services-prepackaged software • New York
This Second Amendment to Credit Agreement and Waiver (this “Agreement”) is dated and effective as of July 28, 2017 by and among DOCUSIGN, INC., a Delaware corporation (the “Borrower”), DOCUSIGN INTERNATIONAL, INC., a Delaware corporation (“DS International”), CARTAVI, LLC, a Delaware limited liability company (“Cartavi”, and together with DS International, each a “Guarantor” and collectively, the “Guarantors”), the several banks and other financial institutions or entities party to the Credit Agreement (as defined below) as a “Lender” (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), SVB, as the Issuing Lender (as defined in the Credit Agreement referred to below), and SVB, as the Swingline Lender (as defined in the Credit Agreement referred to below). All capitalized terms used herein and not otherwise defined shall have the same meaning herein
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement and General Release • March 26th, 2019 • Docusign Inc • Services-prepackaged software • California
THIS RETIREMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”), is made by and between DocuSign, Inc., a Delaware corporation (the “Company”), and Neil Hudspith (“Executive” or “Employee”) and together with the Company, the “Parties”.
DOCUSIGN, INC. EXCHANGE AGREEMENTExchange Agreement • January 15th, 2021 • Docusign, Inc. • Services-prepackaged software
[________] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Exchanged Notes (as defined below), referred to hereunder as a “Holder”), enters into this Exchange Agreement (this “Agreement”) with DocuSign, Inc., a Delaware corporation (the “Company”), as of the date first written above, whereby the Holders will exchange the Exchanged Notes (as defined below) for shares of the Company’s common stock, par value $0.0001 (“Exchange Shares”), and cash (“Exchange Cash” and, together with Exchange Shares, the “Exchange Consideration”), as set forth on Exhibit A hereto.
THIRD AMENDMENT TO OFFICE LEASE (221 Main, San Francisco, California: DocuSign, Inc.)Office Lease • March 28th, 2018 • Docusign Inc • Services-prepackaged software
THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of the 14th day of April, 2015 (the “Effective Date”), by and between COLUMBIA REIT – 221 MAIN, LLC, a Delaware limited liability company (“Landlord”), as successor of 221 Main, LLC (“Original Landlord”) and DOCUSIGN, INC., a Delaware corporation (“Tenant”).
DOCUSIGN, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • June 9th, 2022 • Docusign, Inc. • Services-prepackaged software • California
This Executive Severance and Change in Control Agreement (the “Agreement”) by and between Stephen Shute (“Executive”) and DocuSign, Inc., a Delaware corporation (the “Company”) is effective on May 9, 2022 (the “Agreement Date”).
AGREEMENT AND PLAN OF MERGER by and among DOCUSIGN, INC., SPARROW MERGER SUB, INC., SPRINGCM INC., AND TF CORPORATE SERVICES LLC As Stockholders’ Representative July 31, 2018Agreement and Plan of Merger • July 31st, 2018 • Docusign Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 31, 2018 (the “Agreement Date”) by and among DocuSign, Inc., a Delaware corporation (“Parent”), Sparrow Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), SpringCM Inc., a Delaware corporation (the “Company”), and TF Corporate Services LLC, in its capacity as the representative of the Company Indemnitors (the “Stockholders’ Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
