Shares BAZAARVOICE, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Bazaarvoice, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
BAZAARVOICE, INC.Restricted Stock Unit Award Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
BAZAARVOICE, INC.Restricted Stock Award Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).
BAZAARVOICE, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Texas
Unless otherwise defined herein, the terms defined in the Bazaarvoice, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software • Delaware
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is entered into as of February 9, 2012 (this “Amendment”), by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), General Atlantic Partners 90, L.P., a Delaware limited partnership, GAP Coinvestments III, LLC, a Delaware limited liability company, GAP Coinvestments IV, LLC, a Delaware limited liability company, GAP Coinvestments CDA, L.P., a Delaware limited partnership, GAPCO GmbH & Co. KG, a German limited partnership, and the individuals and entities listed on the signature pages hereto. Except as expressly set forth in this Amendment, all capitalized terms used herein shall have the meanings ascribed to them in the Amended and Restated Investors’ Rights Agreement.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 9th, 2012 • Bazaarvoice Inc • Services-prepackaged software
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of January 31, 2012, between COMERICA BANK (“Bank”) and BAZAARVOICE, INC. (“Borrower”).
Bazaarvoice, Inc.Bazaarvoice Inc • February 9th, 2012 • Services-prepackaged software • New York
Reference is made to the Stock Transfer Agreement, dated as of the date hereof (the “Stock Transfer Agreement”), by and among Bazaarvoice, Inc., a Delaware corporation (the “Company”), each of the undersigned affiliates of General Atlantic LLC party thereto (the “General Atlantic Stockholders”) and the sellers party thereto. Capitalized terms used but not otherwise defined in this letter agreement and Exhibit A hereto (this “Letter Agreement”) shall have the meanings ascribed to such terms in the Stock Transfer Agreement.
