Zillow Inc Sample Contracts

Class A Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • June 20th, 2011 • Zillow Inc • Services-business services, nec • New York

Zillow, Inc., a corporation organized under the laws of Washington (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Class A Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the terms Representative and Underwriters shall mean either the singular or plural as the c

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WELLS FARGO CENTER SEATTLE, WASHINGTON OFFICE LEASE AGREEMENT BETWEEN EOP- NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“LANDLORD”) AND ZILLOW, INC., a Washington corporation (“TENANT”)
Office Lease Agreement • April 18th, 2011 • Zillow Inc

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of March 1, 2005, by and between, EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”) and ZILLOW, INC., a Washington corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A-1 (Outline and Location of Premises), Exhibit A-2 (Legal Description), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations) and Exhibit F (Additional Provisions).

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 2nd, 2012 • Zillow Inc • Services-business services, nec • Washington

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ZILLOW, INC., a Washington corporation (“Borrower”), amends and restates, in its entirety, that certain Loan and Security Agreement by and between Borrower and Bank dated as of March 4, 2011 (the “Original Agreement”) and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 8th, 2014 • Zillow Inc • Services-business services, nec • Washington

This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of April 2, 2014 by and between Errol Samuelson (“Executive”) and Zillow, Inc., a Washington corporation (the “Company”).

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YRI – YAHOO, INC. – ZILLOW LISTINGS AND SALES AGREEMENT
Listings and Sales Agreement • August 6th, 2013 • Zillow Inc • Services-business services, nec • California

This Listings and Sales Agreement (the “Agreement”) is entered into as of July 2, 2010 (the “Effective Date”) by and among Yahoo! Inc., a Delaware corporation, with offices at 701 First Avenue, Sunnyvale, California, 94089 (“Yahoo”), Yahoo! Realty Inc., a California corporation, with offices at 701 First Avenue, Sunnyvale, CA 94089 (“YRI”), and Zillow Inc., a Washington corporation with offices at 999 Third Avenue, Suite 4600, Seattle WA 98104 (“Zillow”). Yahoo, YRI and Zillow collectively are referred to as the “Parties” and each, individually, as a “Party.”

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ZILLOW, INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • July 29th, 2011 • Zillow Inc • Services-business services, nec • Washington

This Common Stock Purchase Agreement (“Agreement”) is made as of June 16, 2011, by and among Zillow, Inc., a Washington corporation (the “Company”), TCV V, L.P., TCV Member Fund, L.P., and PAR Investment Partners, L.P. (each an “Investor” and together, the “Investors”).

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Zillow, Inc. 5,023,486 Shares1 Class A Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • August 22nd, 2013 • Zillow Inc • Services-business services, nec • New York
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AGREEMENT AND PLAN OF MERGER by and among ZILLOW, INC. STRAWBERRY ACQUISITION, INC., NMD INTERACTIVE, INC., D/B/A STREETEASY and SHAREHOLDER REPRESENTATIVE SERVICES LLC as the STOCKHOLDER REPRESENTATIVE Dated as of August 16, 2013
Agreement and Plan of Merger • August 19th, 2013 • Zillow Inc • Services-business services, nec • New York

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 16, 2013, by and among Zillow, Inc., a Washington corporation (“Parent”), Strawberry Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), NMD Interactive, Inc., d/b/a StreetEasy, a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, solely in its capacity as the Stockholder Representative.

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OFFICE LEASE between THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Landlord) and ZILLOW, INC. (Tenant) 1301 Second Avenue Seattle, Washington IRE 334246
Office Lease • April 18th, 2011 • Zillow Inc

THIS OFFICE LEASE (“Lease”) is entered into by and between Landlord and Tenant on the date set forth in the following Basic Lease Information. Landlord and Tenant hereby agree as follows:

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ZILLOW, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 18th, 2011 • Zillow Inc • Washington

This Indemnification Agreement (this “Agreement”), dated as of ________, 2___, is entered into by and between Zillow, Inc., a Washington corporation (the “Company”), and _________________ (“lndemnitee”).

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AGREEMENT AND PLAN OF MERGER among ZILLOW, INC., ZEBRA HOLDCO, INC. and TRULIA, INC. Dated as of July 28, 2014
Agreement and Plan of Merger • July 29th, 2014 • Zillow Inc • Services-business services, nec • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2014 (this “Agreement”), among Zillow, Inc., a Washington corporation (“Zillow”), Zebra Holdco, Inc., a Washington corporation (“HoldCo”), and Trulia, Inc., a Delaware corporation (“Trulia”).

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AMENDMENT NO.4 TO THE LISTING AND SALES AGREEMENT
Listing and Sales Agreement • August 6th, 2014 • Zillow Inc • Services-business services, nec

This Amendment No. 4 to the Agreement (“Amendment No. 4”) is made effective as of May 1, 2014 (“Amendment No. 4 Effective Date”) by and among Yahoo! Inc., and Yahoo! Realty Inc. (collectively “Yahoo”), on the one hand, and Zillow, Inc. (“Zillow”), on the other hand. All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 23rd, 2011 • Zillow Inc • Services-business services, nec • Washington

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 4, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ZILLOW, INC., a Washington corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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FIFTH AMENDMENT TO LEASE
Lease • November 24th, 2014 • Zillow Inc • Services-business services, nec

This FIFTH AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of the 19th day of November, 2014, between FSP-RIC, LLC (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”). Landlord is authorized to insert the date of its signature in the date blank above.

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Form Applicable to Founders ZILLOW, INC. Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement
Nonsolicitation and Noncompetition Agreement • May 23rd, 2011 • Zillow Inc • Services-business services, nec • Washington

Effective as of the first date of my employment, and in consideration of my employment as an employee with Zillow, Inc., a Washington corporation (the “Company”), the commencement of payment of a salary to me by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:

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VOTING AGREEMENT
Voting Agreement • July 29th, 2014 • Zillow Inc • Services-business services, nec • Washington

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2014, between the undersigned shareholders (each, a “Shareholder”) of Zillow, a Washington corporation (“Zillow”).

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Class A Common Stock ($0.0001 par value) Underwriting Agreement
Underwriting Agreement • June 28th, 2011 • Zillow Inc • Services-business services, nec • New York

Zillow, Inc., a corporation organized under the laws of Washington (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Class A Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the terms Representative and Underwriters shall mean either the singular or plural as the c

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THIRD AMENDMENT TO LEASE
Lease • February 18th, 2014 • Zillow Inc • Services-business services, nec

This THIRD AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of the 10th day of January, 2014, between FSP-RIC, LLC (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”). Landlord is authorized to insert the date of its signature in the date blank above.

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Platform Services Agreement
Services Agreement • February 22nd, 2013 • Zillow Inc • Services-business services, nec

This Platform Services Agreement (“Agreement”) is entered into by and between Threewide Corporation, a corporation formed under the laws of Delaware, with an address at 709 Beechurst Avenue, Suite 1B, Morgantown, West Virginia 26505 (“Threewide”) and Zillow, Inc., a corporation formed under the laws of Washington, with an address at 999 Third Avenue, Suite 4600, Seattle, Washington 98104 (“Partner”). This Agreement will be effective as of the date the last signing party executes this Agreement (the “Effective Date”).

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June 16, 2014 Mr. Greg M. Schwartz Zillow, Inc. Seattle, WA 98101 Dear Greg:
Letter Agreement • June 18th, 2014 • Zillow Inc • Services-business services, nec

This letter agreement (“Agreement”) is entered into by and between you and Zillow, Inc., a Washington corporation (the “Company”), effective as of January 1, 2014 (the “Effective Date”).

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SECOND AMENDMENT
Second Amendment • April 18th, 2011 • Zillow Inc

THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of August 7, 2006, by and between WA-999 THIRD AVENUE, L.L.C., a Delaware limited liability company (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”).

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ZILLOW, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN RESTRICTED UNIT AWARD NOTICE
Restricted Unit Award Agreement • May 8th, 2014 • Zillow Inc • Services-business services, nec

Zillow, Inc. (the “Company”) hereby grants to you (“Participant”) a Restricted Unit Award (the “Award”). The Award is subject to all the terms and conditions set forth in this Restricted Unit Award Notice (the “Award Notice”) and the Restricted Unit Award Agreement (the “Award Agreement”) and the Zillow, Inc. Amended and Restated 2011 Incentive Plan (the “Plan”), which are incorporated into the Award Notice in their entirety.

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FOURTH AMENDMENT TO LEASE
Lease • August 6th, 2014 • Zillow Inc • Services-business services, nec

This FOURTH AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of the 2nd day of May, 2014, between FSP-RIC, LLC (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”). Landlord is authorized to insert the date of its signature in the date blank above.

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ZILLOW, INC. AGREEMENT, WAIVER AND AMENDMENT WITH RESPECT TO INITIAL PUBLIC OFFERING AND COMMON STOCK FINANCING
Zillow Inc • August 7th, 2012 • Services-business services, nec

This Agreement, Waiver and Amendment With Respect to Initial Public Offering and Common Stock Financing (this “Agreement”) is made as of the April 16, 2011, by and among Zillow, Inc., a Washington corporation (the “Company”), Richard Barton, Lloyd Frink, Benchmark Capital Partners V, L.P., PAR Investment Partners, L.P., TCV V., L.P. and TCV Member Fund, L.P.

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AMENDMENT TO OFFICE LEASE
Office Lease • June 29th, 2012 • Zillow Inc • Services-business services, nec

THIS AMENDMENT TO OFFICE LEASE (this “Amendment”) is dated for reference purposes June 27, 2012, and is by and among FSP-RIC LLC, a Delaware limited liability company (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”).

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FIRST AMENDMENT
First Amendment • April 18th, 2011 • Zillow Inc

THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of November 10, 2005, by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”) and ZILLOW, INC., a Washington corporation (“Tenant”).

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ZILLOW, INC. Confidential Information, Inventions, and Nonsolicitation Agreement
Nonsolicitation Agreement • May 8th, 2014 • Zillow Inc • Services-business services, nec • Washington

In consideration of my employment as an employee with Zillow, Inc., a Washington corporation (the “Company”), the compensation paid to me by the Company, any stock or stock options which may be granted to me, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:

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SECOND AMENDMENT TO LEASE
Lease • April 22nd, 2013 • Zillow Inc • Services-business services, nec

This SECOND AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of the 16th day of April, 2013, between FSP-RIC, LLC (“Landlord”), and ZILLOW, INC., a Washington corporation (“Tenant”). Landlord is authorized to insert the date of its signature in the date blank above.

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ZILLOW, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 7, 2007
Agreement • April 18th, 2011 • Zillow Inc • Washington

This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of the 7th day of September, 2007, by and among Zillow, Inc., a Washington corporation (the “Company”), and the investors listed on Schedule A hereto (individually, an “Investor” and collectively, the “Investors”) and the holders of Class B Common Stock and Class C Common Stock listed on Schedule B hereto (the “Common Holders”).

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AMENDMENT NO. 2 TO THE LISTING AND SALES AGREEMENT
Listing and Sales Agreement • May 4th, 2012 • Zillow Inc • Services-business services, nec
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VOTING AGREEMENT
Voting Agreement • July 29th, 2014 • Zillow Inc • Services-business services, nec • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 28, 2014, between Zillow, a Washington corporation (“Zillow”), and the undersigned stockholder (the “Stockholder”) of Trulia, a Delaware corporation (“Trulia”).

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AMENDMENT NO. 3 TO THE LISTING AND SALES AGREEMENT EFFECTIVE DATE JULY 2, 2010, AS AMENDED (“AGREEMENT”)
Listing and Sales Agreement • August 9th, 2012 • Zillow Inc • Services-business services, nec

This Amendment No. 3 to the Agreement (“Amendment No. 3”) is made effective as of June 28, 2012 (“Amendment No. 3 Effective Date”) by and among Yahoo! Inc., and Yahoo! Realty Inc. (collectively “Yahoo”), on the one hand, and Zillow, Inc. (“Zillow”), on the other hand. All capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

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AMENDMENT NO. 1 TO THE LISTING AND SALES AGREEMENT
Listing and Sales Agreement • May 4th, 2012 • Zillow Inc • Services-business services, nec

This Amendment No. 1 to the Listing and Sales Agreement dated July 2, 2010 (the “Agreement”) is entered into as of August 30, 2011 by and among Yahoo! Inc., and Yahoo Realty Inc. (collectively “Yahoo”), on the one hand, and Zillow Inc. (“Zillow”), on the other hand, modifies certain terms of the Agreement. Unless otherwise specified, all defined terms used herein shall have the meanings ascribed to them in the Agreement.

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