IBOTTA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • Colorado
This Change in Control and Severance Agreement (the “Agreement”) is made by and between Ibotta, Inc., a Delaware corporation (the “Company”), and Marisa Daspit (“Executive”), effective as of the Effective Date, as defined in Section 7 below.
Denver, CO 80202 Re: Confirmatory Employment Letter Dear Luke:Letter Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • Colorado
This letter agreement (the “Agreement”) is entered into between Luke Swanson (“you”) and Ibotta, 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.
FIRST AMENDMENT OF LEASELease • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
BETWEEN: BOP 1801 CALIFORNIA STREET LLC, and BOP 1801 CALIFORNIA STREET II LLC both a Delaware limited liability company, 1801 California Street, Suite 200Denver, Colorado 80202 (collectively “Landlord”) AND: IBOTTA, INC.a Delaware corporation 1801 California Street, Suite 2200 Denver, Colorado 80202 (“Tenant”) FOR PREMISES IN: 1801 CALIFORNIA STREETDenver, Colorado 80202 (“Building”) DATE: June 28, 2017 (to be dated upon Landlord’s execution)
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
WARRANT AGREEMENTWarrant Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
Letter AgreementLetter Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
Reference is made to the Third Amended and Restated Loan and Security Agreement dated as of November 3, 2021 by and between (a) Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and (b) IBOTTA, INC., a Delaware corporation (“Borrower”), as amended by that certain First Loan Modification Agreement dated as of November 5, 2021 (as has been and as may be further amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meanings set forth in the Loan Agreement.
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • California
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 15, 2023, by and among (a) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (“Bank”), and (b) IBOTTA, INC., a Delaware corporation, with its principal place of business at 1801 California Street, Suite 400, Denver, Colorado 80202 (“Borrower”).
IBOTTA PERFORMANCE NETWORK & DIGITAL ITEM-LEVEL REBATES PROGRAM AGREEMENTRebates Program Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
This IBOTTA PERFORMANCE NETWORK AND DIGITAL ITEM-LEVEL REBATES PROGRAM AGREEMENT (this “Agreement”) is made as of May 17, 2021 (the “Effective Date”) by and between Ibotta, Inc., a Delaware corporation, and its direct and indirect U.S. operating subsidiaries and affiliates (hereinafter collectively referenced as “Ibotta”) with its principal place of business at 1801 California Street, Suite 400, Denver, Colorado, 80202, and Walmart Inc., a Delaware corporation, (hereinafter referred to as “Walmart”), with its principal place of business at 702 SW 8th Street, Bentonville, Arkansas 72716-0185. Walmart and Ibotta are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
LEASE OF OFFICE SPACE LANDLORD: BOP 1801 CALIFORNIA STREET LLC, a Delaware limited liability company, and BOP 1801 CALIFORNIA STREET II LLC, a Delaware limited liability company TENANT: IBOTTA, INC. a Delaware corporation PREMISES IN 1801 CALIFORNIA...And Attornment Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
BETWEEN: BOP 1801 CALIFORNIA STREET LLC, a Delaware limited liability company, and BOP 1801 CALIFORNIA STREET II LLC, a Delaware limited liability company, 1801 California Street, Suite 280 Denver, Colorado 80202 (collectively, “Landlord”) AND: IBOTT A, INC. a Delaware corporation 1801 California Street, Suite 3850 Denver, Colorado 80202 (“Tenant”) PREMISES IN: 1801 CALIFORNIA STREET Denver, Colorado 80202 DATE: October 27, 2015 (to be dated upon Landlord’s execution)
FIRST LOAN MODIFICATION AGREEMENTFirst Loan Modification Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 5, 2021, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 1200 17th Street, 16th Floor, Denver, Colorado 80202 (“Bank”), and (b) (i) IBOTTA, INC., a Delaware corporation, with its principal place of business at 1801 California Street, Suite 400, Denver, Colorado 80202 (“Ibotta”), and (ii) IBOTTA COLORADO, INC., a Colorado corporation, with its principal place of business at 1801 California Street, Suite 400, Denver, Colorado 80202 (“Ibotta Colorado” and, together with Ibotta, jointly and severally, individually and collectively, “Borrower”).
SIXTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • Delaware
This Sixth Amended and Restated Stockholders’ Agreement (this “Agreement”) is dated as of March 24, 2022, and is among Ibotta, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each a “Note Holder,” and, collectively, the “Note Holders”), the individuals and entities listed on Exhibit B (each, a “Prior Investor,” and collectively, the “Prior Investors”) and the individuals listed on Exhibit C (each a “Common Holder” and collectively, the “Common Holders”).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising
This Amendment to Warrant Agreement (this “Amendment”) is entered into as of March 21, 2024, by and between Walmart Inc. (“Holder”) and Ibotta, Inc., a Delaware corporation (the “Company”).
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of __, 2024, by and between Ibotta, Inc., a Delaware corporation (the “Company”), and Bryan Leach (the “Founder”).
IBOTTA, INC.Restricted Stock Unit Award Agreement • April 8th, 2024 • Ibotta, Inc. • Services-advertising • Colorado
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • Delaware
This Share Exchange Agreement (this “Agreement”), dated as of [_____], 2024, is entered into by and between Ibotta, Inc., a Delaware corporation (the “Corporation”), and Bryan Leach (“Founder” and, together with the Corporation, the “Parties”).
IBOTTA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2024 • Ibotta, Inc. • Services-advertising • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Ibotta, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
IBOTTA, INC. Class A Common Stock, par value $0.00001 Underwriting AgreementIbotta, Inc. • April 8th, 2024 • Services-advertising
Ibotta, 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, Citigroup Global Markets Inc. and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [__] shares of Class A common stock, par value $0.00001 per share (“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 of Stock and, at the election of the Underwriters, up to [__] additional shares of Stock. 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 Selling Stockholders is
