LEGALZOOM.COM, INC. [●] Shares of Common Stock, par value $0.001 per share Underwriting AgreementLEGALZOOM.COM, Inc. • June 21st, 2021 • Services-computer processing & data preparation • New York
LegalZoom.com, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”), and, at the option of the Underwriters, up to an additional [●] shares of common stock, par value $0.001 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
June 16, 2021Separation Agreement • June 21st, 2021 • LEGALZOOM.COM, Inc. • Services-computer processing & data preparation • California
On behalf of LegalZoom.com, Inc., a Delaware corporation (the “Company”), I am pleased to provide you an offer of continuing employment with the Company in the position of Chief Technology Officer pursuant to the terms and conditions set forth in this letter (this “Agreement”). All capitalized terms not otherwise defined shall have the definition and meaning provided in Section 17.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 21st, 2021 • LEGALZOOM.COM, Inc. • Services-computer processing & data preparation • California
This FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 18th day of June, 2021, by and between LegalZoom.com, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and collectively, the “Investors” and, solely for purposes of Section 6 and Section 7.7 hereof, the Senior Executive Stockholders (as defined below).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 21st, 2021 • LEGALZOOM.COM, Inc. • Services-computer processing & data preparation • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 18th, 2021, by and among LegalZoom.com, Inc., a Delaware corporation (the “Company”), LucasZoom, LLC, a Delaware limited liability company (together with its affiliated investment entities, “Permira”), FPLZ I, L.P., a Delaware limited partnership (“FPLZ I”), and FPLZ II, L.P. (together with FPLZ I and their affiliated investment entities, “Francisco” and together with Permira, the “Lead Sponsors”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”); provided, however, that this Agreement shall expire and be of no further force or effect if the IPO does not occur on or prior to December 31, 2021.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 21st, 2021 • LEGALZOOM.COM, Inc. • Services-computer processing & data preparation • Delaware
This Common Stock Purchase Agreement (“Agreement”) is made as of June 18, 2021 (the “Effective Date”), by and among LegalZoom.com, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
ContractAmendment and Restatement Agreement • June 21st, 2021 • LEGALZOOM.COM, Inc. • Services-computer processing & data preparation • New York
AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 23, 2018 (this “Amendment”), among LEGALZOOM, INC., a Delaware corporation (the “Borrower”), the other LOAN PARTIES party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) under the Credit Agreement dated as of November 21, 2017 (as amended, restated, supplemented or otherwise modified from time to time prior to the Amendment No. 1 Effective Date (as defined below), the “Existing Credit Agreement”), among the Borrower, the other loan parties party thereto, the lenders party thereto and the Administrative Agent. Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Restated Credit Agreement (as defined below), except as otherwise expressly set forth herein.
