UBER TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO
UNSECURED PIK CONVERTIBLE NOTES PURCHASE AGREEMENT
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).
WHEREAS, the Company and the HH Purchaser previously entered into that certain Unsecured PIK Convertible Notes Purchase Agreement, dated as of June 5, 2015 (the Purchase Agreement);
WHEREAS, the Company, the HH Purchaser and the New Purchasers desire to amend the Purchase Agreement as set forth in this Amendment;
WHEREAS, Section 7.8 of the Purchase Agreement provides that the Purchase Agreement may be amended with the written consent of (a) the Company and (b) Requisite Holders;
WHEREAS, as of immediately prior to the execution of this Amendment, the HH Purchaser constitutes the Requisite Holders;
NOW, THEREFORE, in consideration of the foregoing recitals and for other consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. AMENDMENT OF PURCHASE AGREEMENT.
1.1 Requisite Holders.
(a) The definition of Requisite Holders as set forth in Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Requisite Holders means (i) with respect to the HH Purchaser, the meaning set forth in any Notes issued to the HH Purchaser (the HH Requisite Holders), and (ii) with respect to any New Purchasers, the meaning set forth in any Notes issued to such New Purchasers (the New Purchaser Requisite Holders).
(b) The lead-in sentence of Section 3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
3. Representations and Warranties of the Purchaser. Each Purchaser purchasing Notes at a Closing, severally and not jointly, hereby represents and warrants to the Company as of the date hereof and on such Closing Date that:.
(c) The lead-in sentence of Section 5 of the Purchase Agreement is hereby amended and restated to read in its entirety as follows:
5. Conditions of the Companys Obligations at Closing. The obligations of the Company to any Purchaser purchasing Notes at a Closing under this Agreement are subject to the fulfillment, on or before each Closing Date, of the following conditions, unless otherwise waived by the Company: