OKTA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 27, 2018 0.25% Convertible Senior Notes due 2023Indenture • February 27th, 2018 • Okta, Inc. • Services-prepackaged software • New York
INDENTURE dated as of February 27, 2018 between OKTA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Dealer]Okta, Inc. • February 27th, 2018 • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Okta, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
ContractOkta, Inc. • March 13th, 2017 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITY LAWS OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
OKTA, INC. Indemnification AgreementIndemnification Agreement • March 13th, 2017 • Okta, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Okta, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractOkta, Inc. • March 13th, 2017 • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Okta, Inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementOkta, Inc. • March 13th, 2017 • Services-prepackaged software • New York
Okta, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Class A Common Stock of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”). As used herein, the term “Stock” means all shares of common stock of the Company, including, upon the completion of the offering of the Shares, the Class A Common Stock and the Class B Common Stock.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 12th, 2018 • Okta, Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 10, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and OKTA, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SUBLEASE AGREEMENT (301 Brannan Street, Third, Fourth and Fifth Floors)Office Lease • March 13th, 2017 • Okta, Inc. • Services-prepackaged software • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and STUMBLEUPON, INC., a Delaware corporation (“Tenant”).
OKTA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 31, 2015Investors’ Rights Agreement • December 20th, 2016 • Okta, Inc. • Services-prepackaged software • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of July 31, 2015, by and among OKTA, INC., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors.
AGREEMENT AND PLAN OF MERGER BY AND AMONG OKTA, INC., ARDBEG MERGER SUB, INC., AUTH0, INC. AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDER REPRESENTATIVE March 3, 2021Agreement and Plan of Merger • May 10th, 2021 • Okta, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 3, 2021 is entered into by and among Okta, Inc., a Delaware corporation (“Parent”), Ardbeg Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), Auth0, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Securityholder Representative (as defined in Section 11.01(a), and together with Parent, Merger Sub and the Company, the “Parties”). Capitalized terms shall have the meanings given to them in Section 1.01(a) (or as defined elsewhere in this Agreement in accordance with Section 1.01(b)).
OKTA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 12, 2020 0.375% Convertible Senior Notes due 2026Okta • June 15th, 2020 • Okta, Inc. • Services-prepackaged software • New York
INDENTURE dated as of June 12, 2020 between OKTA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • December 6th, 2019 • Okta, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of August 29, 2019, by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company (“Landlord”), and OKTA, INC., a Delaware corporation (“Tenant”).
OFFICE LEASEOffice Lease • December 6th, 2017 • Okta, Inc. • Services-prepackaged software • California
This Office Lease (the "Lease"), dated as of the date (the “Effective Date”) set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company ("Landlord"), and OKTA, INC., a Delaware corporation ("Tenant").
AGREEMENT OF LEASE By and Between Six Thirty-Four Second Street, LLC a Delaware limited liability company (“Landlord”) and OKTA, Inc., a Delaware corporation (“Tenant”)Agreement of Lease • March 13th, 2017 • Okta, Inc. • Services-prepackaged software • California
THIS LEASE, dated December 11, 2014 for purposes of reference only (the “Effective Date”), is made and entered into by and between SIX THIRTY-FOUR SECOND STREET, LLC, a Delaware limited liability company (“Landlord”) and OKTA INC., a Delaware corporation (“Tenant”).
6th Floor San Francisco, CA 94105 okta.com May 24, 2021 PERSONAL AND CONFIDENTIAL Mike Kourey Re: Transitional Advisory Agreement and ReleaseTransition Agreement • September 2nd, 2021 • Okta, Inc. • Services-prepackaged software • California
This letter confirms our previous discussions concerning your employment with Okta, Inc. (the “Company”). This letter also proposes an agreement (the “Agreement”) between you and the Company regarding the terms of your parting ways with the Company. Whether or not you sign this Agreement, the Company will provide you with all compensation due to you on your last day of employment, but the Agreement the Company hereby proposes would provide you with additional compensation to which you are not otherwise entitled.
TRANSITION AGREEMENTTransition Agreement • June 1st, 2023 • Okta, Inc. • Services-prepackaged software • California
This Transition Agreement (“Agreement”) is made by and between Jonathan Runyan (“Employee”) and Okta, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of the Effective Date (as defined below).
2445-00178/00946476;8} 1 SECOND AMENDMENT TO OFFICE LEASE THIS SECOND AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of October 14, 2020, by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company...Office Lease • March 4th, 2021 • Okta, Inc. • Services-prepackaged software • California
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • March 3rd, 2023 • Okta, Inc. • Services-prepackaged software • California
This Separation Agreement and Release (“Agreement”) is made by and between Susan St. Ledger (“Employee”) and Okta, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of the Effective Date (as defined below).
AGREEMENT OF LEASE By and Between Six Thirty-Four Second Street, LLC a Delaware limited liability company (“Landlord”) and OKTA, Inc., a Delaware corporation (“Tenant”)Lease • September 7th, 2018 • Okta, Inc. • Services-prepackaged software • California
THIS LEASE, dated December 11, 2014 for purposes of reference only (the “Effective Date”), is made and entered into by and between SIX THIRTY-FOUR SECOND STREET, LLC, a Delaware limited liability company (“Landlord”) and OKTA INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • December 2nd, 2021 • Okta, Inc. • Services-prepackaged software
THIS THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of August 17, 2021, by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company (“Landlord”), and OKTA, INC., a Delaware corporation (“Tenant”).
Okta, Inc. 100 First St., Suite 600 San Francisco, CA 94105 888-722-7871 okta.com August 26, 2022Okta, Inc. • August 31st, 2022 • Services-prepackaged software • California
SECOND AMENDMENT TO SUBLEASEOffice Lease • September 8th, 2017 • Okta, Inc. • Services-prepackaged software • California
THIS SECOND AMENDMENT TO SUBLEASE (this “Second Amendment”) is made and effective as of September 9, 2016 (the “Effective Date”) by and between Dropbox, Inc., a Delaware corporation (“Sublessor”) and Okta, Inc., a Delaware corporation (“Sublessee”).
