SQUARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2015 • Square, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 and is between Square, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SQUARE, INC. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of November 13, 2020 0.25% Convertible Senior Notes due 2027Indenture • November 13th, 2020 • Square, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of November 13, 2020, between SQUARE, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Square, Inc. Class A Common Stock, $0.0000001 par value per share Underwriting AgreementUnderwriting Agreement • November 9th, 2015 • Square, Inc. • Services-prepackaged software • New York
Square, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives (the “Representatives” or “you”), an aggregate of shares and, at the election of the Underwriters, up to additional shares of Class A common stock, $0.0000001 par value per share (“Common Stock”), of the Company, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares of Common Stock. The aggregate of shares to be sold by the Company and the Selling Stockholder 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 Option
Dealer Name] [Dealer Address]Square, Inc. • November 10th, 2020 • Services-prepackaged software • New York
ContractEnglish Warrant Agreement • October 14th, 2015 • Square, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER TILE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 9th, 2023 • Block, Inc. • Services-prepackaged software • New York
REVOLVING CREDIT AGREEMENT dated as of May 1, 2020 among BLOCK, INC. (f/k/a SQUARE, INC.), as Borrower, the LENDERS party hereto and GOLDMAN SACHS BANK USA, as Administrative Agent.
Square, Inc. Purchase AgreementPurchase Agreement • May 20th, 2021 • Square, Inc. • Services-prepackaged software • New York
Square, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this purchase agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Goldman Sachs & Co. LLC is acting as representative (the “Representative” or “you”), $1,000,000,000 principal amount of its 2.75% Senior Notes due 2026 (the “2026 Notes”) and $1,000,000,000 principal amount of its 3.50% Senior Notes due 2031 (the “2031 Notes” and, together with the 2026 Notes, the “Securities”).
REVOLVING CREDIT AGREEMENT dated as of November 2, 2015 among SQUARE, INC., The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and...Security Agreement • November 6th, 2015 • Square, Inc. • Services-prepackaged software • New York
REVOLVING CREDIT AGREEMENT dated as of November 2, 2015 among SQUARE, INC., as Borrower, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Jack Dorsey c/o Square, Inc. San Francisco, CA 94103 Re: Confirmatory Employment Letter Dear Jack:Square, Inc. • November 16th, 2015 • Services-prepackaged software
As discussed, you and Square, Inc., a Delaware corporation (the “Company”) have agreed to the terms of this letter agreement (the “Agreement”) to confirm the current terms and conditions of your employment. This Agreement is effective as of the date you sign this letter, as indicated below.
OFFICE LEASEOffice Lease • October 14th, 2015 • Square, 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 HUDSON 1455 MARKET, LLC, a Delaware limited liability company (“Landlord”), and SQUARE, INC., a Delaware corporation (“Tenant”).
CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • February 22nd, 2024 • Block, Inc. • Services-prepackaged software • California
This Change of Control and Severance Agreement (the “Agreement”) is made between Block, Inc. (the “Company”) and [______] (the “Executive”), effective as of __________ (the “Effective Date”).
REVOLVING CREDIT AGREEMENT dated as of April 4, 2014 among SQUARE, INC., The Lenders Party Hereto and GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent GOLDMAN SACHS LENDING PARTNERS LLC, MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK...Revolving Credit Agreement • June 26th, 2015 • Square, Inc. • Services-prepackaged software • New York
REVOLVING CREDIT AGREEMENT dated as of April 4, 2014 among SQUARE, INC., as Borrower, the LENDERS party hereto and GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent.
MASTER MANUFACTURING AGREEMENTMaster Manufacturing Agreement • August 3rd, 2023 • Block, Inc. • Services-prepackaged software • California
This Master Manufacturing Agreement (this “Agreement”) is made as of June 27, 2012 (the “Effective Date”), by and between Square, Inc., a Delaware corporation with offices at 901 Mission Street, San Francisco, CA 94103 (“Customer”), and Cheng Uei Precision Industry Co., Ltd., a Taiwan corporation with offices at No. 18 Chung Shan Road, Tu Cheng District, New Taipei City 236, Taiwan, R.O.C. (“Supplier”). Customer and Supplier are each referred to as a “Party” and are collectively referred to as the “Parties.”
MASTER DEVELOPMENT AND SUPPLY AGREEMENTMaster Development and Supply Agreement • October 14th, 2015 • Square, Inc. • Services-prepackaged software • California
This Master Development and Supply Agreement (this “Agreement”) is made as of October 1, 2013 (the “Effective Date”), by and between Square, Inc., a Delaware corporation with offices at 901 Mission Street, San Francisco, CA 94103 (“Square”), and TDK Corporation, a Japan corporation with offices at 3-9-1, Shibaura, Minato-ku, Tokyo, 108-0023 Japan on behalf of itself and its subsidiaries listed in Exhibit C (“Supplier”). Square and Supplier are each referred to as a “Party” and are collectively referred to as the “Parties.”
PAYCHECK PROTECTION PROGRAM LIQUIDITY FACILITY LETTER OF AGREEMENT (Non- Depository Institutions) (As Amended January 14, 2021)Letter of Agreement • February 3rd, 2021 • Square, Inc. • Services-prepackaged software
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 10th, 2020 • Square, Inc. • Services-prepackaged software • New York
This SECOND AMENDMENT (this “Amendment”), dated as of November 9, 2020, to the Revolving Credit Agreement dated as of May 1, 2020 (as amended by the First Amendment to Revolving Credit Agreement, dated as of May 28, 2020 and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Square, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and Goldman Sachs Bank USA., as Administrative Agent (in such capacity, the “Administrative Agent”).
ON SEMICONDUCTOR ASIC DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • February 22nd, 2024 • Block, Inc. • Services-prepackaged software • New York
This ASIC Development and Supply Agreement (“Agreement”) is made and entered into as of the 25th day of March, 2013 (“Effective Date”) by and between Semiconductor Components Industries, LLC a Delaware limited liability company (d/b/a ON Semiconductor) having its principal place of business at 5005 E. McDowell Road, Phoenix, Arizona 85008, U.S.A., and ON Semiconductor Trading, Ltd., a corporation organized under the laws of Bermuda and having a principal place of business at Hamma Building – 3rd Floor, 1 Lane Hill, Hamilton HM19, Bermuda, on its own behalf and on behalf of its subsidiaries and affiliates (collectively “ON SEMICONDUCTOR”, it being understood that Semiconductor Components Industries, LLC and ON Semiconductor Trading, Ltd. shall be jointly liable for compliance with this Agreement by ON SEMICONDUCTOR), and Square, Inc., a Delaware corporation having its principal place of business at 901 Mission Street, San Francisco, California, 94103 (“SQUARE”). ON SEMICONDUCTOR and SQU
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 3rd, 2021 • Square, Inc. • Services-prepackaged software • New York
This THIRD AMENDMENT (this “Amendment”), dated as of January 28, 2021, to the Revolving Credit Agreement dated as of May 1, 2020 (as amended by the First Amendment to Revolving Credit Agreement, dated as of May 28, 2020, the Second Amendment to Revolving Credit Agreement, dated as of November 9, 2020 and as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Square, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and Goldman Sachs Bank USA., as Administrative Agent (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF REORGANIZATION by and among SQUARE, INC., FOREST MERGER SUB, INC., FOREST MERGER LLC WEEBLY, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, As Stockholder Representative APRIL 26, 2018Agreement and Plan of Reorganization • April 26th, 2018 • Square, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of April 26, 2018 by and among Square, Inc., a Delaware corporation (“Parent”), Forest Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Forest Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Weebly, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 4th, 2023 • Block, Inc. • Services-prepackaged software • California
This Separation Agreement and Release (“Agreement”) is made by and between Sivan Whiteley (“Employee”) and Block, Inc. (the “Company”) (jointly referred to as the “Parties” or individually referred to as a “Party”).
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 31st, 2022 • Block, Inc. • Services-prepackaged software • New York
This FIFTH AMENDMENT (this “Amendment”), dated as of January 28, 2022, to the Revolving Credit Agreement dated as of May 1, 2020 (as amended by the First Amendment to Revolving Credit Agreement, dated as of May 28, 2020, the Second Amendment to Revolving Credit Agreement, dated as of November 9, 2020, the Third Amendment to Revolving Credit Agreement, dated as of January 28, 2021, the Fourth Amendment to Revolving Credit Agreement, dated as of May 25, 2021 and as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Block, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and Goldman Sachs Bank USA, as Administrative Agent (in such capacity, the “Administrative Agent”).
SQUARE, INC. ADDITIONAL INFORMATION CAVIAR UNAUDITED QUARTERLY CONDENSED STATEMENTS OF OPERATIONS (In thousands)Square, Inc. • November 1st, 2019 • Services-prepackaged software
On July 31, 2019, Square, Inc. (“Square” or the “Company”) entered into a definitive agreement (the “Agreement”) with DoorDash, Inc. (“DoorDash”) where DoorDash would acquire Square’s food ordering business, Caviar (“Caviar”), for an aggregate purchase price of $410 million in the form of cash and DoorDash preferred stock, subject to certain closing conditions, including regulatory approvals. On October, 31, 2019, Square closed the sale of its Caviar business to DoorDash in accordance with the Agreement (the “Transaction”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2020 • Square, Inc. • Services-prepackaged software • New York
THIRD AMENDMENT (this “Amendment”), dated as of March 2, 2020, to the Revolving Credit Agreement dated as of November 2, 2015 (as amended by the First Amendment, dated as of February 27, 2017, the Second Amendment, dated as of May 21, 2018, and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Square, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 3rd, 2020 • Square, Inc. • Services-prepackaged software • New York
This FIRST AMENDMENT (this “Amendment”), dated as of May 28, 2020, to the Revolving Credit Agreement dated as of May 1, 2020 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Square, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and Goldman Sachs Bank USA., as Administrative Agent (in such capacity, the “Administrative Agent”).
EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 1st, 2024 • Block, Inc. • Services-prepackaged software • New York
REVOLVING CREDIT AGREEMENT dated as of May 1, 2020 among BLOCK, INC. (f/k/a SQUARE, INC.), as Borrower, the LENDERS party hereto and GOLDMAN SACHS BANK USA, as Administrative Agent.
SQUARE, INC. WARRANT CANCELLATION AND PAYMENT AGREEMENTWarrant Cancellation and Payment Agreement • February 27th, 2017 • Square, Inc. • Services-prepackaged software • Delaware
This Warrant Cancellation and Payment Agreement (this “Agreement”) is made as of February 24, 2017, by and between Square, Inc., a Delaware corporation (the “Company”), and Starbucks Corporation, a Washington corporation (“Holder”).
March 7, 2016 Jack Dorsey Square, Inc. Suite 600 San Francisco, CA 94103 Re: Confirmatory Employment Letter Dear Jack,Square, Inc. • March 10th, 2016 • Services-prepackaged software
As discussed, you and Square, Inc., a Delaware corporation (the “Company”) have agreed to the terms of this letter agreement (the “Agreement”) to confirm the current terms and conditions of your employment. This Agreement is effective as of the date you sign this letter, as indicated below.
AMENDMENT 1 TO ASIC DEVELOPMENT AND SUPPLY AGREEMENTAsic Development and Supply Agreement • February 27th, 2019 • Square, Inc. • Services-prepackaged software
By: /s/ Jesse Dorogusker By: /s/ Ruth Franklin Name: Jesse Dorogusker Name: Ruth Franklin Title: VP Hardware Title: Senior Director Date: 1.8.19 Date: 15 Jan 19 ON SEMICONDUCTOR TRADING SARL By: /s/ Irena Turkova Name: Irena Turkova Title: Director Name: Jan 15, 2019
ELEVENTH AMENDMENT TO OFFICE LEASEOffice Lease • August 1st, 2018 • Square, Inc. • Services-prepackaged software • California
This ELEVENTH AMENDMENT TO OFFICE LEASE (this "Eleventh Amendment") is made and entered into as of June 25, 2018 (the "Eleventh Amendment Effective Date"), by and between HUDSON 1455 MARKET STREET, LLC, a Delaware limited liability company ("Landlord"), and SQUARE, INC., a Delaware corporation ("Tenant").
MASTER DEVELOPMENT AND SUPPLY AGREEMENTMaster Development and Supply Agreement • August 3rd, 2023 • Block, Inc. • Services-prepackaged software • California
This Master Development and Supply Agreement (this “Agreement”) is made as of October 1, 2013 (the “Effective Date”), by and between Square, Inc., a Delaware corporation with offices at 901 Mission Street, San Francisco, CA 94103 (“Square”), and TDK Corporation, a Japan corporation with offices at 3-9-1, Shibaura, Minato-ku, Tokyo, 108-0023 Japan on behalf of itself and its subsidiaries listed in Exhibit C (“Supplier”). Square and Supplier are each referred to as a “Party” and are collectively referred to as the “Parties.”
SQUARE, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 14th, 2015 • Square, Inc. • Services-prepackaged software • California
This Fifth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of September 9, 2014, by and among Square, Inc., a Delaware corporation (the “Company”), Jack Dorsey as Trustee of The Jack Dorsey Revocable Trust U/A/D 12/8/10, the Jack Dorsey 2010 Annuity Trust II U/A/D 6/23/10 and Jim McKelvey (the “Founders”), and the investors in the Company listed on Schedule 1 hereto (the “Investors”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 21st, 2018 • Square, Inc. • Services-prepackaged software • New York
SECOND AMENDMENT (this “Amendment”), dated as of May 21, 2018, to the Revolving Credit Agreement dated as of November 2, 2015 (as amended by the First Amendment, dated as of February 27, 2017, and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Square, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
OFFICE LEASEOffice Lease • May 4th, 2017 • Square, 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 HUDSON 1455 MARKET, LLC, a Delaware limited liability company (“Landlord”), and SQUARE, INC., a Delaware corporation (“Tenant”).
TENTH AMENDMENT TO OFFICE LEASEOffice Lease • August 1st, 2018 • Square, Inc. • Services-prepackaged software • California
This TENTH AMENDMENT TO OFFICE LEASE (this "Tenth Amendment") is made and entered into as of May 17, 2018 (the "Tenth Amendment Effective Date"), by and between HUDSON 1455 MARKET STREET, LLC, a Delaware limited liability company ("Landlord"), and SQUARE, INC., a Delaware corporation ("Tenant").
ContractWarrant to Purchase Stock • October 14th, 2015 • Square, Inc. • Services-prepackaged software • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS OF ANY JURISDICTION. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF SAID ACT AND THE REGISTRATION, QUALIFICATION AND FILING REQUIREMENTS OF ALL APPLICABLE JURISDICTIONS HAVE BEEN COMPLIED WITH OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED OR THAT THE PROPOSED TRANSACTION WILL BE EXEMPT FROM REGISTRATION, QUALIFICATION AND FILING IN ALL SUCH JURISDICTIONS OR UNLESS SOLD PURSUANT TO RULE 144 OF SAID ACT.
