EQUITY EXCHANGE RIGHT AGREEMENT
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this Agreement) is made and entered into as of November __, 2020, by and between DoorDash, Inc., a Delaware corporation (the Company), and [NAME] (the Founder).
WHEREAS, the Companys board of directors (the Board) has determined that it is in the best interests of the Company and its stockholders to implement a multi class common stock structure in connection with the Companys initial public offering of its capital stock (the IPO) to, among other things, enable the Company to execute its long-term vision;
WHEREAS, in connection with the IPO, the Board has approved an Amended and Restated Certificate of Incorporation of the Company (the Amended and Restated Certificate of Incorporation), which, among other things, if effected, would create three classes of common stock of the Company, Class A Common Stock, par value $0.00001 per share (Class A Common Stock), entitling holders to one (1) vote for each share thereof held, Class B Common Stock, par value $0.00001 per share (Class B Common Stock), entitling holders to twenty (20) votes for each share thereof held, and Class C Common Stock, par value $0.00001 per share, entitling holders to zero votes per share unless otherwise required by applicable law;
WHEREAS, the Amended and Restated Certificate of Incorporation further provides that the Companys common stock, par value $0.00001 per share (the Common Stock) will, upon the effectiveness of the filing of the Amended and Restated Certificate of Incorporation (the Effective Time), be renamed Class A Common Stock;
WHEREAS, Founder holds awards of options to purchase Common Stock and/or restricted stock units covering shares of Common Stock that will be outstanding as of immediately prior to the Effective Time as set forth in Exhibit A (each, a Founder Equity Award) and the shares of Common Stock covered by each Founder Equity Award will be renamed Class A Common Stock at the Effective Time, and each Founder Equity Award has been granted under the Companys 2014 Stock Plan, as amended and restated, and the award agreement memorializing Founder Equity Award (collectively, the Equity Documents); and
WHEREAS, as part of the implementation of the multi class common stock structure, the Board has determined that it is advisable and in the best interest of the Company and all of its stockholders, including its stockholders other than Founder, to provide Founder with the right to require the Company to exchange shares of Class A Common Stock that Founder acquires upon the exercise, vesting, and/or settlement of his Founder Equity Awards for a number of shares of Class B Common Stock of equivalent value as determined on the date of the exchange (which is expected to be on a one share-for-one share basis), subject to the terms and conditions set forth in this Agreement; and.
WHEREAS, the parties intend that no gain or loss will be recognized in any Exchange (as defined below) pursuant to Sections 368(a)(1)(E) and/or 1036 of the Internal Revenue Code of 1986, as amended (the Code).
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows: