Figma, Inc. Sample Contracts

July 20, 2025
Offer Letter • July 21st, 2025 • Figma, Inc. • Services-prepackaged software

This letter agreement amends and restates the offer letter between you and Figma, Inc. (the “Company”), dated June 10, 2017 (the “Prior Agreement”) effective July 20, 2025.

FIGMA, INC. IRREVOCABLE PROXY AND POWER OF ATTORNEY
Irrevocable Proxy and Power of Attorney • July 1st, 2025 • Figma, Inc. • Services-prepackaged software

Reference is made to (i) that certain Amended and Restated Voting Agreement, dated as of June 23, 2021 (as amended and/or restated from time to time, the “Voting Agreement”), by and among Figma, Inc., a Delaware corporation (the “Company”), the Investors (as defined therein) and the Key Holders (as defined therein), (ii) that certain Amended and Restated First Refusal and Co-Sale Agreement, dated as of June 23, 2021 (as amended and/or restated from time to time, the “ROFR Agreement” and, together with the Voting Agreement, the “Investor Agreements”), by and among the Company, the Investors (as defined therein) and the Common Holders (as defined therein) and (iii) the Restated Certificate of Incorporation of the Company (as may be amended and/or restated from time to time, the “Restated Certificate”).

Contract
Warrant Agreement • July 1st, 2025 • Figma, Inc. • 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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

OFFICE LEASE 760 MARKET STREET SAN FRANCISCO, CALIFORNIA PHELAN BUILDING LLC, a Delaware limited liability company as Landlord, and FIGMA, INC., a Delaware corporation, as Tenant.
Office Lease • July 1st, 2025 • Figma, 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 PHELAN BUILDING LLC, a Delaware limited liability company (“Landlord”), FIGMA, INC., a Delaware corporation (“Tenant”).

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 1st, 2025 • Figma, Inc. • Services-prepackaged software • California

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 15th day of May, 2024, by and among FIGMA, INC., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”.

FIRST AMENDMENT TO LEASE
Lease • July 1st, 2025 • Figma, Inc. • Services-prepackaged software

THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 1ST day of March 2024, by and between PHELAN BUILDING LLC, a Delaware limited liability company (“Landlord”), and FIGMA, INC., a Delaware corporation (“Tenant”).

Forrester Research Inc. Citation Agreement and Consent
Citation Agreement and Consent • July 1st, 2025 • Figma, Inc. • Services-prepackaged software

Subject to the terms and conditions set forth herein, Forrester Research, Inc. (“Forrester”) hereby consents to the quotation by Morgan Stanley (“Requester”), in the Registration Statement on Form S-1 to be filed by Requester with the U.S. Securities and Exchange Commission (the “Filing”), of the following Forrester information that has been published in print (the “Forrester Information”):

FIGMA, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • July 1st, 2025 • Figma, Inc. • Services-prepackaged software • Delaware

This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between [_________] (the “Executive”) and Figma, Inc., a Delaware corporation (the “Company”)1, on [_________], 2025 to become effective upon the date on which the Company’s registration statement on Form S-1 in connection with its initial public offering of common stock is declared effective by the Securities Exchange Commission under the Securities Act of 1933 (the “Effective Date”).

CREDIT AGREEMENT dated as of June 27, 2025 among FIGMA, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer and...
Credit Agreement • July 1st, 2025 • Figma, Inc. • Services-prepackaged software • New York

CREDIT AGREEMENT, dated as of June 27, 2025, among FIGMA, INC., a Delaware corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent, the Collateral Agent and a Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).

l ] Shares FIGMA, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 21st, 2025 • Figma, Inc. • Services-prepackaged software • New York
NOMINATING AGREEMENT
Nominating Agreement • July 1st, 2025 • Figma, Inc. • Services-prepackaged software • Delaware

This NOMINATING AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2025 by and among Dylan Field and Figma, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Amended and Restated Certificate of Incorporation of the Company to be duly adopted in accordance with the General Corporation Law of the State of Delaware and filed with the Secretary of State of the State of Delaware in connection with the IPO (as defined below) (as it may be amended, restated or otherwise modified from time to time, the “Certificate of Incorporation”).

INDEMNITY AGREEMENT
Indemnity Agreement • July 1st, 2025 • Figma, Inc. • Services-prepackaged software • Delaware

This Indemnity Agreement, dated as of _____________, 20__ is made by and between Figma, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).

NOMINATING AGREEMENT
Nominating Agreement • September 3rd, 2025 • Figma, Inc. • Services-prepackaged software • Delaware

This NOMINATING AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2025 by and among Dylan Field and Figma, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Amended and Restated Certificate of Incorporation of the Company to be duly adopted in accordance with the General Corporation Law of the State of Delaware and filed with the Secretary of State of the State of Delaware in connection with the IPO (as defined below) (as it may be amended, restated or otherwise modified from time to time, the “Certificate of Incorporation”).