0001193125-19-103850 Sample Contracts

AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

REVOLVING CREDIT AGREEMENT dated as of June 26, 2015 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.

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TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the Lenders party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC,...
Security Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.

AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

THIS AMENDMENT NO. 5 TO REVOLVING CREDIT AGREEMENT, dated as of June 13, 2018 (this “Agreement”), is made by and among (i) UBER TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), (ii) the Lenders party hereto and (iii) MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (such capitalized term and all other capitalized terms used and not otherwise defined herein having the meanings set forth in the Credit Agreement referred to below unless the context otherwise requires).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 2019, is made by and between UBER TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).

UBER TECHNOLOGIES, INC. UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT DECEMBER 3, 2014
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Unsecured PIK Convertible Notes Purchase Agreement (the “Agreement”) is made as of December 3, 2014 (the “Agreement Date”) by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), DRT Investors Master Fund LP (the “GS Purchaser”) and the several investors listed on Schedule I hereto, if any (the “Additional Purchasers” and together with the GS Purchaser, the “Purchasers” and individually, a “Purchaser”).

Contract
Uber Technologies, Inc • April 11th, 2019 • Local & suburban transit & interurban hwy passenger trans • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

AMENDMENT NO. 1 TO TERM LOAN AGREEMENT
Term Lender Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

TERM LOAN AGREEMENT dated as of July 13, 2016 among UBER TECHNOLOGIES, INC., as the Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent.

UBER TECHNOLOGIES, INC. AMENDMENT NO. 1 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 2, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and each New Purchaser as of the date hereof. Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

Uber Technologies, Inc. San Francisco, CA 94103 April 9, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

Uber Technologies, Inc. San Francisco, CA 94103 April 9, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

Uber Technologies, Inc. San Francisco, CA 94103 April 10, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

Uber Technologies, Inc. San Francisco, CA 94103 April 9, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

UBER TECHNOLOGIES, INC. AMENDMENT NO. 2 TO UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 2 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”) is made and entered into as of September 24, 2015 by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), Hillhouse UB Note Holdings, L.P., a Cayman Islands exempted limited partnership (the “HH Purchaser”), and ICQ Opportunities Fund 4, L.P., a Delaware limited partnership (the “Iconiq Purchaser”). Capitalized terms not herein defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

Uber Technologies, Inc. San Francisco, CA 94103 April 9, 2019 EMPLOYMENT AGREEMENT
Employment Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • Delaware

Your employment by Uber Technologies, Inc., a Delaware corporation (the “Company”) shall be governed by the terms and conditions set forth below in this employment agreement (the “Agreement”). This Agreement shall be effective upon the closing of the Company’s first SEC-registered, underwritten offering of common stock.

AMENDMENT No. 1 to UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
Convertible Notes Purchase Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

This Amendment No. 1 to Unsecured PIK Convertible Notes Purchase Agreement (this “Amendment”), dated as of December 15, 2014, by and between Uber Technologies, Inc., a Delaware corporation (the “Company”), and DRT Investors Master Fund LP, a Delaware limited partnership (the “GS Purchaser”) hereby amends that certain Unsecured PIK Convertible Notes Purchase Agreement, dated as of December 3, 2014, by and between the Company and GS Purchaser (the “Agreement”):

JOINDER AGREEMENT
Joinder Agreement • April 11th, 2019 • Uber Technologies, Inc • Local & suburban transit & interurban hwy passenger trans • New York

THIS JOINDER AGREEMENT, dated as of March 21, 2016 (this “Agreement”), by and among Uber Technologies, Inc. (the “Borrower”), the lenders set forth on Schedule I attached hereto (each an “Incremental Revolving Loan Lender” and collectively the “Incremental Revolving Loan Lenders”) and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”).

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