Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting AgreementUnderwriting Agreement • September 11th, 2023 • Klaviyo, Inc. • Services-prepackaged software
Klaviyo, 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”) an aggregate of [] shares of Series A common stock, par value $0.001 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 of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [] additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section
KLAVIYO, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Klaviyo, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Amanda Whalen (the “Executive”) effective as of August 27, 2023 (the “Effective Date”). Subject to Section 10 below, and except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated March 12, 2022 (the “Prior Agreement”), and (ii) any employment agreement or severance agreement or arrangement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
This Stock Purchase Agreement (the “Agreement”) is made as of the 24th day of June, 2022, by and among the purchasers listed on Exhibit A attached to this Agreement (the “Purchasers”) and Klaviyo, Inc., a Delaware corporation (the “Company”). The Company and the Purchasers may be referred to herein as the “Parties”.
COLLABORATION AGREEMENTCollaboration Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
THIS COLLABORATION AGREEMENT (the “Agreement”) is effective as of July 28, 2022 (the “Effective Date”), by and between Klaviyo, Inc., a Delaware corporation (“Klaviyo”), and Shopify Inc., a Canadian corporation (“Shopify Inc.”), Shopify International Limited, a private company incorporated in Ireland (“Shopify Ireland”) and Shopify Commerce Singapore PTE. LTD., a private company limited by shares incorporated in Singapore (“Shopify Singapore” and collectively with Shopify Inc. and Shopify Ireland, “Shopify”). Klaviyo and Shopify are referred to herein individually as a “Party” or together as the “Parties”.
TRANSITION AGREEMENTTransition Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • California
The parties acknowledge and agree that there is good, valuable and sufficient consideration for this Agreement, including but not limited to the mutual promises and obligations set forth below.
Revenue Sharing AgreementRevenue Sharing Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software
This Revenue Sharing Agreement (“RSA”) effective as of July 28, 2022 (the “RSA Effective Date”) and is made between Shopify Inc., with an address at [***] (“Shopify”) and Klaviyo, Inc., with an address at 125 Summer Street, Floor 6, Boston, MA 02110, United States (“Partner” or “Klaviyo”). Shopify and Klaviyo are referred to individually as a “Party”, and collectively as the “Parties”.
KLAVIYO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of May, 2021, by and among Klaviyo, Inc., a Delaware corporation (the “Company”), and each holder of capital stock of the Company listed on Schedule A hereto (such parties, together with any other stockholders of the Company who become parties hereto as “Investors” pursuant to Subsection 6.1 or 6.9 below, the “Investors”).
125 SUMMER STREET BOSTON, MA OFFICE LEASE AGREEMENT BETWEEN OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company, AS LANDLORD AND KLAVIYO, INC., a Delaware corporation, AS TENANTOffice Lease Agreement • August 25th, 2023 • Klaviyo, Inc. • Services-prepackaged software • Massachusetts
This Office Lease Agreement (this “Lease”) is made and entered into as of August 9th, 2019 (the “Effective Date”), by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and KLAVIYO, INC., a Delaware corporation (“Tenant”).
