Bending Spoons S.p.A. Sample Contracts
BENDING SPOONS S.P.A. [●] ordinary shares Underwriting AgreementUnderwriting Agreement • June 22nd, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc. • New York
Bending Spoons S.p.A., a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman Sachs International, J.P. Morgan Securities LLC and Allen & Company LLC, are acting as representatives (the “Representatives”), an aggregate of [●] ordinary shares of the Company, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [●] ordinary shares of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [●] ordinary shares of the Company, and the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [●] shares of ordinary shares of the Company (collectively, the “Option Shares”). T
Explanatory NoteUs Tla/RCF Credit Agreement • June 8th, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT, dated as of January 2, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among (i) Bending Spoons US Inc., a Delaware corporation (the “Borrower”), (ii) Bending Spoons Operations S.p.A., a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, having its registered office at Via Nino Bonnet 10, 20154, Milan, Italy registered with the Companies’ Register of Milan-Monza-Brianza-Lodi with registered number 13368510965 (the “Company”), (iii) the Lenders and Issuing Lenders (each as defined below) party hereto from time to time, (iv) JPMorgan Chase Bank, N.A., as Administrative Agent and (v) Intesa Sanpaolo S.p.A., as Security Agent.
Porta Nuova Bonnet Fund LEASE AGREEMENT between Coima SGR S.p.A. as the management company and on behalf of the closed-end real estate investment fund, reserved for professional investors, called "Porta Nuova Bonnet – Fondo comune di investimento...Lease Agreement • June 8th, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc.
Coima SGR S.p.A., a joint-stock company incorporated under Italian law with sole shareholder, with registered office in Milan, Piazza Gae Aulenti 12, tax code and registration number in the Milan Register of Companies 05688240968, share capital of € 3,000,000.00, registered at no. 107 of the AIF Managers Section of the Register of asset management companies held by the Bank of Italy pursuant to Article 35 of Legislative Decree no. 58 of 24 February 1998, represented here by Manfredi Catella, born in Livorno on 18 August 1968, in his capacity as duly authorized managing director, who intervenes in this deed in his capacity as management company and on behalf of the closed-end real estate investment fund, reserved for professional investors, called "Porta Nuova Bonnet – Closed-end real estate investment fund" (hereinafter referred to as "Landlord")
Explanatory NoteSenior Facilities Agreement • June 8th, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc. • England
The Senior Facilities Agreement filed as Exhibit 10.4 hereto (the “Agreement”) was entered into in accordance with the execution-by-correspondence (scambio di corrispondenza) procedure under applicable laws, including the laws of the State of New York and the Republic of Italy. Under this approach, the Agreement was not signed as a single integrated instrument bearing the contemporaneous signatures of all parties. Rather, in accordance with customary Italian-law practice for contract execution, one party transmitted a written proposal (proposta) setting forth the terms and conditions of the Agreement, and the counterparties separately signed and delivered a corresponding letter of acceptance (accettazione) signifying its binding acceptance of such terms and conditions. Each such exchange of proposal and acceptance constitutes a separately perfected contractual relationship.
Explanatory NoteTLB Credit Agreement • June 8th, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc. • New York
TERM LOAN CREDIT AGREEMENT, dated as of March 7, 2025 (this “Agreement”), among (i) Bending Spoons US Inc., a Delaware corporation (the “Borrower”), (ii) Bending Spoons Operations S.p.A., a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, having its registered office at Via Nino Bonnet 10, 20154, Milan, Italy registered with the Companies’ Register of Milan-Monza-Brianza-Lodi with registered number 13368510965 (the “Company”), (iii) the banks and other financial institutions or lending entities from time to time party hereto (each a “Lender” and collectively the “Lenders”), (iv) JPMorgan Chase Bank, N.A., as Administrative Agent and(v) Intesa Sanpaolo S.p.A., as Security Agent.
ContractSenior Facilities Agreement • June 22nd, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc. • England
The Senior Facilities Agreement filed as Exhibit 10.16 hereto (the “Agreement”) was entered into in accordance with the execution-by-correspondence (scambio di corrispondenza) procedure under applicable laws, including the laws of the State of New York and the Republic of Italy. Under this approach, the Agreement was not signed as a single integrated instrument bearing the contemporaneous signatures of all parties. Rather, in accordance with customary Italian-law practice for contract execution, one party transmitted a written proposal (proposta) setting forth the terms and conditions of the Agreement, and the counterparties separately signed and delivered a corresponding letter of acceptance (accettazione) signifying its binding acceptance of such terms and conditions. Each such exchange of proposal and acceptance constitutes a separately perfected contractual relationship.
Porta Nuova Bonnet Fund LEASE AGREEMENT between Coima SGR S.p.A. as the management company and on behalf of the closed-end real estate investment fund, reserved for professional investors, called "Porta Nuova Bonnet – Fondo comune di investimento...Lease Agreement • June 22nd, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc.
Coima SGR S.p.A., a joint-stock company incorporated under Italian law with sole shareholder, with registered office in Milan, Piazza Gae Aulenti 12, tax code and registration number in the Milan Register of Companies 05688240968, share capital of € 3,000,000.00, registered at no. 107 of the AIF Managers Section of the Register of asset management companies held by the Bank of Italy pursuant to Article 35 of Legislative Decree no. 58 of 24 February 1998, represented here by Manfredi Catella, born in Livorno on 18 August 1968, in his capacity as duly authorized managing director, who intervenes in this deed in his capacity as management company and on behalf of the closed-end real estate investment fund, reserved for professional investors, called "Porta Nuova Bonnet – Closed-end real estate investment fund" (hereinafter referred to as "Landlord")
Explanatory NoteUs Tla/RCF Credit Agreement • June 22nd, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT, dated as of January 2, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among (i) Bending Spoons US Inc., a Delaware corporation (the “Borrower”), (ii) Bending Spoons Operations S.p.A., a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, having its registered office at Via Nino Bonnet 10, 20154, Milan, Italy registered with the Companies’ Register of Milan-Monza-Brianza-Lodi with registered number 13368510965 (the “Company”), (iii) the Lenders and Issuing Lenders (each as defined below) party hereto from time to time, (iv) JPMorgan Chase Bank, N.A., as Administrative Agent and (v) Intesa Sanpaolo S.p.A., as Security Agent.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 22nd, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc.
Explanatory NoteTLB Credit Agreement • June 22nd, 2026 • Bending Spoons S.p.A. • Services-computer programming, data processing, etc. • New York
TERM LOAN CREDIT AGREEMENT, dated as of March 7, 2025 (this “Agreement”), among (i) Bending Spoons US Inc., a Delaware corporation (the “Borrower”), (ii) Bending Spoons Operations S.p.A., a joint stock company (società per azioni) incorporated under the laws of the Republic of Italy, having its registered office at Via Nino Bonnet 10, 20154, Milan, Italy registered with the Companies’ Register of Milan-Monza-Brianza-Lodi with registered number 13368510965 (the “Company”), (iii) the banks and other financial institutions or lending entities from time to time party hereto (each a “Lender” and collectively the “Lenders”), (iv) JPMorgan Chase Bank, N.A., as Administrative Agent and(v) Intesa Sanpaolo S.p.A., as Security Agent.