0001193125-11-233414 Sample Contracts

LOAN AND SECURITY AGREEMENT BAZAARVOICE, INC.
Loan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc • California

This LOAN AND SECURITY AGREEMENT is entered into as of July 18, 2007, by and between Comerica Bank (“Bank”) and Bazaarvoice, Inc. (“Borrower”).

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BAZAARVOICE, INC.
Stock Plan • August 26th, 2011 • Bazaarvoice Inc • Texas

Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Stock Option Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware

THIS AGREEMENT is entered into, effective as of by and between Bazaarvoice Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

BAZAARVOICE, INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
-Sale Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of February 9, 2010 by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and the individuals listed on Schedule B hereto (each, a “Founder” and collectively, the “Founders”).

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc

This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of September 27, 2010, by and between COMERICA BANK (“Bank”) and BAZAARVOICE, INC. (“Borrower”).

BAZAARVOICE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 9, 2010
Investors’ Rights Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2010 by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and the individuals listed on Schedule B hereto (each, a “Founder” and collectively, the “Founders”).

BAZAARVOICE, INC.
Stock Plan • August 26th, 2011 • Bazaarvoice Inc • Texas

Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Stock Option Agreement.

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • August 26th, 2011 • Bazaarvoice Inc • Texas

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of 19th day of January, 2010, by and between 3900 SAN CLEMENTE, L.P., a Texas limited partnership (“Landlord”) and BAZAARVOICE, INC., a Delaware corporation (“Tenant”).

BAZAARVOICE, INC. Bldg. 1, Suite 350 Austin, TX 78730 September 6, 2007
Bazaarvoice Inc • August 26th, 2011

This letter will confirm our agreement that pursuant to and effective as of your purchase of shares of Series C Preferred Stock of Bazaarvoice, Inc., a Delaware corporation (the “Company”), Battery Ventures VIII, L.P. (“Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing:

BAZAARVOICE, INC. June 14, 2005
Bazaarvoice Inc • August 26th, 2011

This letter agreement sets forth the terms of your employment as the President and CEO of Bazaarvoice, Inc., a Delaware corporation (“Bazaarvoice” or “we”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of November 30, 2008, by and between COMERICA BANK (“Bank”) and BAZAARVOICE, INC. (“Borrower”).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc

This Third Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of January 22, 2010, by and between COMERICA BANK (“Bank”) and BAZAARVOICE INC. (“Borrower”).

OFFICE LEASE AGREEMENT
Office Lease Agreement • August 26th, 2011 • Bazaarvoice Inc • Texas
AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT (this “Amendment”) is made as of November 2, 2010 between Bazaarvoice, Inc., a Delaware corporation (the “Company”), the Investors and the Founders. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in that certain Amended and Restated Voting Agreement dated as of February 9, 2010 (as previously amended, the “Agreement”) by and among the Company, the Investors and the Founders.

SECOND AMENDMENT TO LEASE
Lease • August 26th, 2011 • Bazaarvoice Inc • Texas

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of the 8th day of February, 2010, by and between 3900 SAN CLEMENTE, L.P., a Texas limited partnership (“Landlord”) and BAZAARVOICE, INC., a Delaware corporation (“Tenant”).

BAZAARVOICE, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT February 9, 2010
Series E Preferred Stock Purchase Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 9, 2010 by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), and the individuals and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached to this Agreement as Schedule A (the “Schedule of Investors”).

BAZAARVOICE, INC. AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • August 26th, 2011 • Bazaarvoice Inc • Delaware

THIS AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made as of February 9, 2010 by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule A attached hereto (each, an “Investor” and collectively, the “Investors”) and the persons listed on Schedule B hereto (each, a “Founder, and collectively, the “Founders”). The Founders and the Investors are referred to herein collectively as the “Voting Parties.”

COMPANY LETTERHEAD] August 17, 2005
Bazaarvoice Inc • August 26th, 2011

This letter will confirm our agreement that pursuant to and effective as of your purchase of shares of Series A Preferred Stock of Bazaarvoice, Inc., a Delaware corporation (the “Company”), Austin Ventures VIII, L.P. (“Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing:

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 26th, 2011 • Bazaarvoice Inc

This Second Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of July 20, 2009, by and between COMERICA BANK (“Bank”) and BAZAARVOICE INC. (“Borrower”).

THIRD AMENDMENT TO LEASE
Lease • August 26th, 2011 • Bazaarvoice Inc • Texas

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of the 30th day of March, 2010, by and between 3900 SAN CLEMENTE, L.P., a Texas limited partnership (“Landlord”) and BAZAARVOICE, INC., a Delaware corporation (“Tenant”).

FOURTH AMENDMENT TO LEASE
Lease • August 26th, 2011 • Bazaarvoice Inc • Texas

after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the 260 Renewal Rental Rate, Tenant, by written notice to Landlord (the “260 Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the 260 Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the 260 Renewal Rental Rate for the 260 Expansion Space within the thirty (30) day period described and Tenant fails to timely exercise its right to arbitrate, Tenant’s renewal option set forth in this Exhibit shall be deemed to be null and void and of no further force and effect.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • August 26th, 2011 • Bazaarvoice Inc • Texas

This Separation Agreement and Release (“Agreement”) is made by and between Kenneth Saunders (“Employee”) and Bazaarvoice, Inc., a Delaware corporation (the “Company”), (collectively referred to as the “Parties” or individually referred to as a “Party”).

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