DROPBOX, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Dropbox, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Dropbox, Inc. Class A Common Stock, $0.00001 par value per share Underwriting AgreementUnderwriting Agreement • March 12th, 2018 • Dropbox, Inc. • Services-prepackaged software • New York
Dropbox, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Class A common stock (the “Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement to sell to the Underwriters an aggregate of [●] shares. The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Un
Dealer Name] [Dealer Address]Dropbox, Inc. • February 26th, 2021 • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___] (“Dealer”) and Dropbox, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
DROPBOX, INC. AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 26, 2021 0% Convertible Senior Notes due 2026Dropbox, Inc. • February 26th, 2021 • Services-prepackaged software • New York
INDENTURE, dated as of February 26, 2021, between DROPBOX, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Dropbox, Inc. 0% Convertible Senior Notes due 2026 0% Convertible Senior Notes due 2028 Purchase AgreementDropbox, Inc. • February 26th, 2021 • Services-prepackaged software • New York
Dropbox, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $653,000,000 principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Notes”) and $653,000,000 principal amount of its 0% Convertible Senior Notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Firm Securities”) and, at the option of the Initial Purchasers, up to an additional $65,300,000 principal amount of its 0% Convertible Senior Notes due 2026 (the “2026 Option Notes”) and $65,300,000 principal amount of its 0% Convertible Senior Notes due 2028 (the “2028 Option Notes” and, together with the 2026 Option Notes, the “Option Securities”). The Firm Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash or a combination of cash and shares of Clas
DROPBOX, INC.Restricted Stock Award Agreement • February 21st, 2020 • Dropbox, Inc. • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Dropbox, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Grant of Restricted Stock (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
Dealer Name] [Dealer Address]Dropbox, Inc. • February 26th, 2021 • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___] (“Dealer”) and Dropbox, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
DROPBOX, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • California
March 8, 2018 Andrew Houston c/o Dropbox, Inc. San Francisco, CA 94107 Re: Confirmatory Employment Letter Dear Andrew:Letter Agreement • March 12th, 2018 • Dropbox, Inc. • Services-prepackaged software
This letter agreement (the “Agreement”) is entered into between Andrew Houston (“you”) and Dropbox, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
DROPBOX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 16th, 2024 • Dropbox, Inc. • Services-prepackaged software • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Dropbox, Inc. (the “Company”) and [NAME] (the “Executive”), effective on the date of the Company’s signature below (the “Effective Date”).
OFFICE LEASE 333 BRANNAN STREET KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership, as Landlord, and DROPBOX, INC., a Delaware corporation, as Tenant.Office Lease • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • California
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software
This FIRST AMENDMENT TO OFFICE LEASE (“First Amendment”) is made and entered into as of the 5th day of June, 2015, by and between KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).
THE EXCHANGE KR MISSION BAY, LLC, a Delaware limited liability company as Landlord, and DROPBOX, INC., a Delaware corporation, as Tenant.Project Agreement • February 23rd, 2018 • Dropbox, 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 KR MISSION BAY, LLC, a Delaware limited liability company (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into as of the 3rd day of May, 2016, by and between KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software
This THIRD AMENDMENT TO OFFICE LEASE (“Third Amendment”) is made and entered into as of October 6, 2017, by and between KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).
DROPBOX, INC. CLASS A COMMON STOCK PURCHASE AGREEMENT March 7, 2018Common Stock Purchase Agreement • March 12th, 2018 • Dropbox, Inc. • Services-prepackaged software • California
THIS CLASS A COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of March 7, 2018, by and among Dropbox, Inc., a Delaware corporation (the “Company”), Salesforce Ventures LLC, a Delaware limited liability company (the “Investor”), and salesforce.com, inc., a Delaware corporation (the “Parent”).
DROPBOX, INC. RESTRICTED STOCK AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCKDropbox, Inc. • February 19th, 2021 • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Dropbox, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Grant of Restricted Stock (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached thereto, including the Vesting Terms attached hereto as Exhibit B and the Country-Specific Terms and Conditions for Participants Outside the U.S. in the Country Addendum attached hereto as Exhibit C (the “Country Addendum”) (the “Award Agreement”).
ELEVENTH AMENDMENT TO OFFICE LEASEOffice Lease • February 16th, 2024 • Dropbox, Inc. • Services-prepackaged software
Amendment”) is made and entered into as of October 1, 2023 (“Eleventh Amendment Effective Date”), by and between KRE EXCHANGE OWNER LLC, a Delaware limited liability company (“Landlord”), and DROPBOX, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • August 10th, 2018 • Dropbox, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO OFFICE LEASE ("First Amendment") is made and entered into as of May 25, 2018, by and between KR MISSION BAY, LLC, a Delaware limited liability company ("Landlord"), and DROPBOX, INC., a Delaware corporation ("Tenant").
RECITALSSecond Amendment and Restatement Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • New York
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 20, 2014, as amended and restated as of May 9, 2014, and as further amended and restated as of April 3, 2017, among DROPBOX, INC., as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender.
Offer of Employment by Dropbox, Inc.Dropbox, Inc. • February 21st, 2020 • Services-prepackaged software • California
On behalf of Dropbox, Inc. (“Dropbox”), we are pleased to offer you full-time employment at our San Francisco, CA, USA location commencing on January 28, 2020, unless otherwise agreed to by you and Dropbox.1 You will have the position of Chief Operating Officer, and will directly report to the CEO. The terms of this Agreement are as follows:
ContractIncremental Facility and Amendment Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • New York
INCREMENTAL FACILITY AND AMENDMENT AGREEMENT dated as of February 9, 2018 (this “Agreement”), among DROPBOX, INC., the LENDERS and ISSUING BANKS party hereto, the GUARANTORS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 11th, 2018 • Dropbox, Inc. • Services-prepackaged software • California
This Amendment No. 2 to the Amended and Restated Investors’ Rights Agreement, as amended (this “Amendment”), is made as of March 27, 2018 by and among Dropbox, Inc., a Delaware corporation (the “Company”) and the Investors set forth on the signature pages hereto. Capitalized terms not herein defined shall have the meanings ascribed to them in the Amended and Restated Investors’ Rights Agreement by and among the Company and the Investors dated as of January 30, 2014, as amended (the “Existing Rights Agreement”).
RECITALSAmendment and Restatement Agreement • October 11th, 2017 • Dropbox, Inc. • Services-prepackaged software • New York
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of March 20, 2014, as amended and restated as of May 9, 2014, and as further amended and restated as of April 3, 2017, among DROPBOX, INC., as Borrower, the GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender.
Offer of Employment by Dropbox, Inc.Dropbox, Inc. • February 16th, 2024 • Services-prepackaged software • California
On behalf of Dropbox, Inc. (“Dropbox”), we are pleased to offer you full-time employment in US - California - San Francisco Metro, USA commencing on December 5, 2023, unless otherwise agreed to by you and Dropbox.1 Dropbox is a Virtual First company which means that your primary work experience will be remote. You will initially have the position of Chief Customer Officer, Level MGR9 and will initially report to the Chief Executive Officer. The terms of this Agreement are as follows:
DROPBOX, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 23rd, 2018 • Dropbox, Inc. • Services-prepackaged software • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2014, by and among Dropbox, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).
FOURTH AMENDMENT TO OFFICE LEASEOffice Lease • August 10th, 2018 • Dropbox, Inc. • Services-prepackaged software
This FOURTH AMENDMENT TO OFFICE LEASE (this "Fourth Amendment") is entered into as of the 25th day of May, 2018 (the "Effective Date"), by and between KILROY REALTY FINANCE PARTNERSHIP, L.P., a Delaware limited partnership ("Landlord"), and DROPBOX, INC., a Delaware corporation ("Tenant").
