MMO SUPERIOR COURT OF CALIFORNIA COUNTY OF SAN FRANCISCO Document Scanning Lead Sheet AApr-26-2016 2:56 pm Case Number: CGC-16-551670 Filing Date: Apr-26-2016 2:50 Filed by: ROSSALY DELAVEGA Image: 05372139 COMPLAINT BENEDETTA ARESE LUCINI VS. UBER TECHNOLOGIES, INC. ET AL 001C05372139 Instructions: Please place this sheet on top of the document to be scanned.i suM-100 SUMMONS (5019 PARA USO DELACORTE) (CITACION JUDICIAL) NOTICE TO DEFENDANT: (AVISO AL DEMANDADO): UBER TECHNOLOGIES, INC,, AND DOES 1-50, INCLUSIVE YOU ARE BEING SUED BY PLAINTIFF: (LO ESTA DEMANDANDO EL DEMANDANTE): BENEDETTA ARESE LUCINI, AN INDIVIDUAL TNOTIGET Vou have bean sued Ta cour may acide Sgaiat you wihou your bang heard unless you respond wih 30 days, Read ha Wvomaion below "ol: have 30 CALENDAR DAYS aftr his surmons and legal papers are served on yout le a writen response a hs court and have 9. copy served onthe plat. etter a phone cal il not protect you You writen response mt be In proper tga om Ifyou wart the cou te Raat Your face. There may bo aca Sor tal you can Use for you response. You ean tind hese cour fre and mere fora al ie California Cours (Online Seitelp Cenor(nw.coutint cz gouseteb), your county Iw Ubary, othe courthouse nearest you. If you cana pay the fing fe, ask fe cout chro a warm yo Go ot yee epee one, yay oe eas Sta and yor woes, mney. on epEY ‘may be taken without futher warning fom the cou "Thre are ther iegal esremerts. You may want cal an atoeney right ava. I'you donot know anatomy, you may wart to cal anatomy ‘eferal sence ityou cannot afford anatomay, you may be ee fr ee logal eres rom a nongoft egal sevices program You can locale, these nnpcoft groups a the Calforia Legal Services Web sl wn owhelpeaom or), the Calor Courts Onine Sal Help Conse (Grn courtin 29.g0usethol), or by cotacing your local cout or counly bar assecaton. NOTE: The cour has a statu Be for waived fees and {nelson any sete rarration award of $1000 or more ina ev case, The covets on must be pas etre the cout wil sss the ease TAVISO! Lo han demandac. ‘Sin respande dentro de 30 las, fa cote puede deca en su conta sn escuchar su veri. Lea la norman & ontnvaen. “lane 30 DIAS DE CALENDARIO desputs de que le enroguen esta tain y papas logales para precetar una respuesta por eszro en esta cate yhacer que se enreguo una copa al demandan. Une cata o ura lamade taafanca no prctogen. Su respuesta por escrito que estar fn formate legal comeco sl desea que procesan su casa en corte. Es posble que haya un formulavo gue usted pueda User par su respuests { Puede encontrar ests fomulros de ia corte y ms informacion en e Cento de Ayu de las Cortes de Calfomis (usr sucort ca gov). en la i Dioteca do loyes de eu condadoo en la cota que ls quede mas cera, 8 no puede pagarla cuts de prsentaié, pia Ml seretro do la cote ‘Ue lean fomularo de exencion de pago de cuolas. Sino presenta su respuesta a Homa, puede perder el cas0 por Reumplmiento yl cota Bosra quar su suet, sere y bones sin mas advertoncia ‘Hay oto reuistos legaes. Ex recomondable que lamo 2 un abegado Immedetamnte, Sino conoce a un abogad, puede Hamer aun service de remisin abogads. Sino puede pagar aun abogado, es posble que capa con os requisos para ablener servicios legals Grates de Wn ‘programs de cerdcos legate sin hres do lure Puede encontrar estos grupos sin fines Go ler one ilo Web So Calfomia Legal Servcee, (iruisutelpeatimiaog), en el Centr de Ayuda de las Cortes de Callomia, (wu. suet ca gos) 0 paniandase an contac con a cate oe! alegio do abogacos locales. AVISO: Por oy, la coro one derech a reciamar ls cuotas ys costs exentos por inponerungravamen sobre ‘ualgirrecuperaion de $0,000 6 mds de valor recbida mediante un scverdo outa canceson de arbiraje an un caso de cerecho civ. iene que ‘pagar el gravamen do la crt antes de quo la corte pueda desechar caso eraeardaniassc neue 0 Ginenbrey dreeten oe a core.) San Francisco Superior Court same ‘ 400McAllister Street eae 467551670) San Francisco, CA 94102 ' ‘The name, address, and telephane numberof plaints attorney, or plaintif without an attomey, is: (Elnombre la dreccién y ol ndmero do teléfono del abogado del demandante, 0 dl, CLERK OF THE COURT po tene abogado, pare: APR 2.6 2016 (Fecha) NOTICE TO THE PERSON 1. (2) 28 an individual defer 3, [1 onbehait of (specify): under: L) ccP 416.10 corporation) 1) cop 416.60 (rion 1 CoP 416.20 (detunet corporation) —_ [E=]_ GCP 416.70 (conservatoo) [J cep 416.40 (association or partership) [=] CCP 416 0 (authorized person) TO otter (spect) 4 [1 by persona delivery on ae): ieee SUMMONS Coa Saree ar So ee, “Seen1 | BRUCE M. TOWNER (No. 107019) TOWNER LAW OFFICES 2 | 256 Sutter Street, 6" Floor San Francisco, CA 94108 3 | (415) 495-2800 4 | Attomeys for Plaintiff A Benedetta Arese Lucini 6} 7| IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 COUNTY OF SAN FRANCISCO : CGC 16-551670 ' 10) BENEDETTA ARESE LUCINI, an individual; CASE NO. n COMPLAINT FOR DAMAGES, Plaintiff, DECLARATORY RELIEF AND 12] SPECIFIC PERFORMANCE, v. 13 JURY TRIAL DEMANDED UBER TECHNOLOGIES, INC., AND DOES 1 14 | - 50, inclusive; i BY FAX 16 Defendants. Plaintiff Benedetta Arese Lutcini (“plaintiff” or “Lucini") complains against 19 | defendants, and each of them, and alleges as follows: 20 PARTIES AND VENUE 2 1. Atal pertinent times, plaintiff has been a resident of Milan, Italy. 2 2. Atall pertinent times, defendant Uber Technologies, Inc. and DOES 1-15 | (‘UTI US."), is a private Delaware corporation whose principal place of business is in San * | rancisco, California, | 3, Atall pertinent times, Uber Italy S.RL. (“Uber Italy”) is an Italian 61 Corporation whose principal place of business is in Milan, Italy. i 4. Plaintiff is ignorant of the true names and capacities of defendants sued 1 | COMPLAINT FOR DANIAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCE1 | herein as Does 1 through 50, inclusive, and therefore sues said defendants by such 2 | fictitious names. Plaintiff is informed and believes and on that basis alleges that the Doe ! 3 | defendants are in some way responsible for the damage done to plaintiffas alleged 4| herein. : 5. Plaintiff is informed and believes and on that basis alleges that each ¢ | defendant was the agent, employee, partner or joint venturer of each of the other 7 | defendants and, in committing the acts alleged herein, was acting within the course and 8 | scope of that relationship and with the permission and consent of each of the other defendants, 10 FacTS ul 2 6. By their execution of an Employment Agreement (the “Lucini EA”) dated | 13 | March 4, 2013, Uber Italy and Plaintiff agreed that, as of that date, she would assume the 14 | position of Uber Italy's General Manager ("GM"). A true and correct copy of the fully | 15 | executed Lucini EA is attached as Exhibit 1, Plaintiff performed her responsibilities as 16 | GM until her employment was terminated. " 7. Asa part of her employment compensation, Uber Italy offered plaintiff : stock option vesting in its affiliate company, defendant Uber Technologies, Inc. The 30 | Lucini EA states that “All Shares in Uber are being held by Uber Technologies, Inc, a 21 | company according to the laws of Delaware, USA.” 2 8 In connection with the execution of the Lucini EA, UTI US provided her 23 | with a letter agreement of the same date entitled “Confirmation of Stock Option Grant,” | (the “Confirmation Agreement”), a true and correct copy of which is attached hereto as. 25 Exhibit 2. In pertinent part, the Confirmation Agreement states that plaintiffs equity 26 27 | Compensation in UTI US shall be governed under California law by the terms in the 2 | Confirmation Agreement and several other documents, including but not limited to the i - 7 ‘COMPLAINT FOR DAMAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCE,a 18 19 20 21 22 23 24 28 26 2 28 ;, Inc. Amended and Restated 2010 Stock Plan” (the “2010 Plan”) | and the Company's Stock Option Agreement, The Confirmation Agreement also states in paragraph 2 that “The Stock Option may be exercised immediately after the Start Date, in whole or in part.” Italso states in paragraph 8 that “[NJeither the Stock Option nor this Agreement nor the Plan shall form part of any contract of employment between you | and the Company and your rights and obligations under the terms of your employment shall not be affected by your participation in the Plan or the existence of the Stock Option.” 9, Inpertinent part, paragraph 6 of the 2010 Plan provides a process by | which the Company may repurchase early exercised unvested shares. In order todo so, | the Company must, 1) within 90 days after the later of the employment termination date or the date Lucini purchased the unvested shares, give Lucini written notice of the intent | to exercise its Repurchase Option to repurchase all or a portion of her early exercised unvested shares; and 2) pay the proper repurchase price “within 30 days of the exercise of the Repurchase Option.” Exhibit 3, UTI US Stock Option Agreement and attached } 2010 Plan, Ex. A, para, 6(b). The written notice “shall be in writing and shall be deemed | suficien when delivered personally or sent by telegram or fx or forty-eight (48) hours after being deposited in the U. S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice.” (the “Repurchase Requirements") Id, para 6(a). Identical Repurchase Requirements appear in the 2013 UTI US Equity Incentive Plan and in the Exercise Agreement Appendices attached to the Exercise Agreements that UTI US provided Lucini in order to exercise her options. 10. On July 23, 2015, Uber Italy provided Lucini with a notice of employment - COMPLAINT FOR DAMAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCEtermination letter dated July 23, 2015, which she received on July 27, 2015. Uber Italy employment compensation and benefits, including stock option vesting, 9 | continued Lucin’’ 3 | through November 30, 2015, at which point her employment terminated 4 11. While employed as Uber Italy's General Manager, Lucini received from UTI US option grants totaling of 344,000 UTI US options, all of which were to vest as a function of employment service time. 12. With defendant's authorization and consent, on October 28, and 30, 2016, Lucini exercised all 344,000 of her UTI US vested and unvested options. True and 10 | correct copies of her exercise confirmations are attached as Exhibit 3 (October 28, 2015 11 | Bxercise Confirmation) and Exhibit 4 (October 30 Exercise Confirmation), Both of the 12 | Exercise Confirmation Documents also contain the identical Repurchase Requirements 3] set forth in the 2010 and 2013 Equity Incentive Plans and referred to above. See Ex. 4, 1 | Pava-5 and Ex. 5, para. 6, According to the Exercise Agreements and governing equity Plans, UTI US had 90 days from the date Lucini was terminated, or ninety days from 16 17 | November 30, 2015 to given written notice of its intent to repurchase the unvested 18 || shares and 30 days after such notice to repurchase them. 13. Atno time since Lucini was terminated on November 30, 2015, did 20 | defendant provide her with the required notice that her unvested shares were being : repurchased, much less paid for them. The first communication that Lucini received 2 from Uber about its intention to repurchase her unvested shares was an email dated 24 | January 9, 2016 from UTI US's stock admi strator, Peter Yaev (“Yaev"), stating “As of 25 | your termination date, you had unvested shares which were early exercised. We are 26 | currently processing the repurchase of those shares.” A true and correct copy of that 21 email is attached as Exhibit 6. Yaev’s email completely lacks specificity regarding howsl 10 u 2 3 14 1s 16) i 7 18 20 a 2 23 24 2s 26| 2 28 many unvested shares were to be repurchased and at what price. Furthermore, Yaev's email also did not comply with UTI US's Repurchase Restrictions regarding the means required to notify Lucini about the repurchase of her unvested shares, which requires that the notice “be delivered personally or sent by telegram or fax” and mailed by certified mail. 14, The last possible date UTI US could have given the required notice of the repurchase Lucini’s unvested shares was 90 days from her November 30, 2015 termination date, or February 29, 2016. (since the 90% day, February 28, 2016, fell ona Sunday). No such notice was given. 15, UTIUS did not, in fact, give timely and proper notice of the repurchase of plaintiff's unvested shares. Yaev’s email of January 9, 2016 was the only “notice” of repurchase plaintiff has ever received and, in addition to its flaws and omissions, it failed to comply with the notice requirements specified in the Repurchase Restrictions. Even if Yaev’s email did comply with the notice requirements, the Repurchase Restrictions specify that the repurchase payment be transmitted to plaintiff within 30 days of the notice, Thirty days from the January 9, 2016 email was February 8, 2016 and plaintiff did not receive any such payment from UTI US or Uber during the period January 9, 2016 through February 8, 2016. 16. The last possible date that payment for the unvested shares could have been made if ll of the time authorized to do so had been used was 120 days from the date of plaintiff's employment termination, because the termination was effective after she paid for her unvested shares. 90 days for proper notice of repurchase from. November 30, 2015 plus 30 days for payment thereafter produces a last possible date to complete the repurchase payment of March 30, 2015. Lucini did not receive any nnotice 5 ‘COMPLAINT FOR DAMAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCE, | evany payment from UTI US for her unvested shares before this date lapsed.The 2 | Shareworks website (www.shareworks.com), however, which UTI US utilizes to provide 3 | information to its shareholders about their equity holdings, states that Lucini’s 4 | unvested shares were repurchased on November 30, 2015, more than a month before e | Yaev’s January 9, 2016 email to plaintiff stating that UTI US was “processing the | repurchase” of her unvested shares. ; FIRST CAUSE OF ACTION al (Breach of Contract) 0 17, Theallegations of paragraphs 1 through 16, inclusive, above are 11 | incorporated herein by reference, 2 18. In consideration for her employment with its affiliate, Uber Italy , 13 | defendant UTI US contracted with plaintiff to provide her with UTI US stock options and 14 | the right to exercise all ofthe options it offered, whether vested or unvested (the “early 15 | exercise”), after she started work with Uber Italy. Plaintiff complied withthe terms of 1 ber Employment Agreement, the Confirmation Agreement, andthe Exercise ty | Agreements. 7 19. With defendants’ authorization and permission, Lucini exercised all of 1p | Per UTIUS stock options, whether vested or unvested, on October 28,2015 and October ap | 30,2025 as per the terms ofthe UT US Exercise Agreements UTI US provided her and 2 | she otherwise complied with the terms ofthe Exercise Agreements. By virtue of her ag | exercise, she purchased a total of 121,133 unvested shares which could only be 1g | Pepurchased by UTI US ifit complied with the Repurchase Restrictions specified herein, nq | Her Uber Italy employment was terminated effective November 30, 2015. _ 20. UTIUS breached the Exercise Agreements by refusing to vest and ag | Provide plaintiff with her unvested shares despite its failure to comply by the 97 | Repurchase Restriction requirements to provide timely and adequate notice to plaintiff ag | ofits intent to repurchase her unvested shares and despite its failure to comply with the Po ___ COMPLAINT FOR DAMAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCE1 | requirement that plaintiff be paid for her unvested shared within 30 days of any such 2 | notice. 3 21. Asa proximate result of UTI US's breaches of the Exercise Agreements, 4 | plaintiff has been damaged in an amount in excess of the jurisdictional amount of this 5 | Court, in an amount to be specified by amendment of this Complaint once ascertained. 6 WHEREFORE, plaintiff prays for judgment against defendant UTI US in excess of 7 | the jurisdictional limits of Superior Court as set forth below. 8 ‘SECOND CAUSE OF ACTION of (Declaratory Relief) 10 22, The allegations of paragraphs 1 through 16, inclusive, above are 11 | incorporated herein by reference. 12 23, An actual controversy exists between plaintiff and defendant as to the 13 | ownership of the unvested shares that plaintiff purchased from UTI US on October 28 14 | and October 30, 2015 (the “unvested shares’). Plaintiff claims that, by virtue of UTI US's 15 | failure to repurchase her unvested shares as required, the unvested shares vested and 16 | are owned by her. Defendant claims that plaintiff does not own the unvested shares 17| because they have been repurchased 18} 24, Plaintiff seeks a judicial declaration that all of the unvested shares that 19 | she purchased on October 28 and 30, 2015 are vested and are her personal property. A 20 | judicial declaration is necessary to settle the rights of the parties. 2 WHEREFORE, plaintiff prays for judgment against defendant UTI US in excess of 22 | the jurisdictional limits of the Superior Court as more fully set forth hereinafter. 23 ‘THIRD CAUSE OF ACTION 24 (Specific Performance) 25 25, The allegations of paragraphs 1 through 16, inclusive, above are 26 | incorporated herein by reference. 27 26. By virtue of the fact that defendant waived its right to repurchase her 28 unvested shares, all of plaintiff's UTI US shares vested and are no longer subject to be 7 ‘COMPLAINT FOR DAMAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCE10 ul 13 4 15 19 20 a1 2 23 24 25 26 27 28 repurchased UTI US. 27. UTIUS is currently in possession of share certificates representing the unvested shares in UTI US that plaintiff purchased October 28, 2016 and October 30, 2016. Those shares became her vested property whe UTI US waived its repurchase rights as to the unvested shares purchased on those dates. These share certificates, which should bear the dates October 28, 2015 and October 30, 2015 respectively, are unique personal property because their issuance dates trigger holding periods for personal tax purposes. Money damages are inadequate to compensate plaintiff for these certificates because the receipt of those funds would require that plaintiffaccept a different tax treatment than she has the ability to elect if she holds the shares for a period of time necessary to obtain capital gains tax treatment and thereafter determines ‘when and how to sell the shares according to their future appreciating or depreciating value. 28, Plaintiffhas requested that defendants provide her with her UTI US share certificates, but defendants have refused to provide them to her. Injustice can be avoided only by enforcing Uber’s promise to provide these share certificates. WHEREFORE, plaintiff prays for judgment against defendant in excess of the jurisdictional limits of the Superior Court as more fully set forth hereinafter. PRAYER WHEREFORE, plaintiff prays judgment against defendant UTI US as follows: ON THE FIRST CAUSE OF ACTION: 1. For damages measure by the value of the unvested shares that defendant UTU US has not provided plaintiff, well in excess of the jurisdictional minimum of this Court; 2. For reasonable attorneys’ fees, interest and costs and expenses of suit; 3. For such other and further relief as the Court may deem just and proper. 8 ‘COMPLAINT FOR DAMAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCEON THE SECOND CAUSE OF ACTION: 2 1, For a judicial declaration that the unvested UTI US shares plaintiff 3 | purchased on October 28, 2015 and October 30, 2015 are fully vested and her personal 4 | property; s 2. For reasonable attorneys’ fees, interest and costs and expenses of sult; 6 3. For such other and further relief as the Court may deem just and proper. at AUS 8 9 1 For a UTIUS share certificate in the amount of the number of unvested 10 | shares purchased by plaintiff on October 28, 2015 that remained unvested after 11 | November 30, 2015 bearing an issuance date of October 28, 2015; te 2, Fora UTIUS share certificate in the amount of the number of unvested 'S shares purchased by plaintiff on October 30, 2015 that remain unvested after November ‘ 30, 2015 bearing an issuance date of October 30, 2015; G 2, For reasonable attorneys’ fees, interest and costs and expenses of suit; vf 3. Forsuch other and further relief as the Court may deem just and proper. 18 | 19) DATED: April 25, 2016 20 ay a TOWNER LAW OFFIQES / 2 / Jy) 3 [Vv [ By "4 {Bruce M. Towner ‘Attorney for Plpinti 25, Benedetta Ares Lucini 26 2 28 9 ‘COMPLAINT FOR DAMAGES DECLARATORY RELIEF AND SPECIFIC PERFORMANCEEXHIBIT 1 TO COMPLAINTEMPLOYMENT AGREEMENT ‘This agreement is made this 4* day of March, two thousand and thirten berwees: 1) Uber Italy S.R.L., a company according tothe laws of hay, having its registered office at Via Vitor Pisani 27, 20124 Milan (MD, Italy, and its prinipal place of business st “Talent Garden,” Via Merano 18, 20127, ‘Milan (MD, ely (“Uber”); and 2) Mrs, Benedeta Arese Locini, bor on 20 June 1983, residing at Corso Garibaldi 34, 20121 Milano, Italy, passport mamber/personal identification momber YAQ6A3440 ("Employee"); WHEREAS: ‘All shares in Uber are being held by Uber Technologies Ine, a company according tothe laws of Delaware, USA CUTTY; , UTI and any and allo its subsidiaries, except for Uber, shall inthis Agreement be refered to asa “Group Company” and jointly as “Group Companies”. HAVE AGREED AS FOLLOWS: 1. Statutory laws ~ No applicability of National Collective Bargaining Agreement 1.1. The employment relationship is regulated by this Agreement and the existing ststtory Tl (Civil Code and special statutes). Uber isnot bound by any Nation in aws (Italian Collective Bargaining Agreement to the Employee and no collective bargaining agreement applies o this Agreement. cldoration/termination 2. Entry into f 24. Subject to Employee's eligibility to reside and work in Italy an employee (:.e. a valid residence and work emit being obtained if required), and subject to Employee executing the Restrictive Covenants Agreement referred to in clause 13 ofthis Agreement, the partes’ mutual obligations under this employment agreement (the “Agreement”) shall come into effect on 4 March, 2013 (the "Commencement Date” Iy- EXHIBIT_|22, Subject to successful completion of the probationary period set forth under point 2.4 below, the Agreement shall be for fixed period of 12 months and shall thus temmiae by operation of law as per the date fling 12 ‘month after the Commencement Dat (the “Expiration Date”) 23. ‘The Agreement may not be terminated by giving notice as pera date falling prior tothe Expiration Date ules in ease of ust cause as provided by Article 2119 ofthe Halian Civil Code ot in ease ofthe situation — By: (Gienature) Name: Ryan Graves Title: GM / VP of Operations ACCEPTED AND AGREED: Beneoterra Aaese Laci’ (Gignature) Feb 24, 2014 DeEXHIBIT 4 TO COMPLAINTanoa0i6 pb menorks tian combine Caleta Fom Viewers group do B56 Oe ype-FRST Exercise Entry Date: October 27,2015 [Exercise Reference Number: ERH-28E3C6D6 Funds Received Date: October 28,2015 Exercise Confirmation: ‘This Exercise Agreement, including the provisions in the attached Exercise Agreement Appendix (together, this “Exercise Agreement”), is made between Uber Technologies, Inc., a Delaware corporation (“Uber” or the “Company"), and Benedetta Arese Lucini (“Purchaser”). ‘To the extent any capitalized terms used in this Exercise Agreement are not defined, they shall have the meaning ascribed to them in the 2010 Equity Incentive Plan (the “Plan”). ‘Subject to the terms and conditions hereof, I hereby elect to exercise my option (the “Option”) to purchase the number of shares of {Class B] Common Stock of the Company set forth in the table below under and pursuant to the Plan and Stock Option Agreement dated as of the Grant Date set forth below (the “Shares”). The purchase price per Share shall be as set forth below under “Grant Price” for a total purchase price of . The term “Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser's ownership of Class ‘A Common Shares. ° Award < Vested Unvested Grant Name Tet Gran Price GrantDate Yes Giant New Hire Grant -NQ- 300645 07-Mar- 03/07/2013, Option Usp 2013, 206.667 113,383 Ifyou are a US Employee early exercising unvested options, we recommend that you file an 83b election with the IRS for the unvested portion within 30 days from the exereise date. If you are a UK Employee exercising options and you have not previously filed a Form s431, please do so within 14 days from the exercise date: All forms can be found on the Shareworks 'Documents' tab. Please send copy of completed form(s) to stock@uber.com I understand it is my responsibility to forward payment of the Exercise Price for the Shares being purchased pursuant to the exercise of the Option via check or wire transfer payable to the Company in the amount of . Upon receipt of payment of the Exercise Price, | understand that the Company will confirm in Shareworks that my payment has been received. 1 understand that it is my responsibility to ensure Uber properly receives my instructions to exercise the Option. I also acknowledge that these instructions will remain in effect for a 5 business day period pending receipt of payment of the Exercise Price, ater which time the exercise will expire, and T will be required to enter a new exercise. I certify that I do not have knowledge of any material non-public information as defined in the Company's policies and procedures governing insider trading. I further certify that I have (i) reviewed the materials delivered to me regarding the Plan, including the Plan document, a summary Of the material terms of the Plan and a summary of risks associated with an investment in the Shares; EXHIBIT. Anpssbaenotks slum oevlinieevecapCaheEsFom Vier group =LASHEN OBR sype=FIRSTanos ushers si cnatonenteny ea FomViewetrcie ri. 18H Be ype FIRST (a copy of which can be found {here]) and (ii) attended a financial presentation with the CFO of the Company regarding the Company’s financial statements and performance, phar si comlumiservexspCatlestaForm Viewer rep fo 1656109804 y9e-FRST a3anon pte soln commento nbleFaFannViewenr_ 09 Payment Instructions: Please include the following account number on the check and the wire transfer: DS-874752-01, If payment is made via check (for U.S. employees only), please mail or deliver to the below address: +'To pay via personal check or cashier’s check: Please make check out to Uber Technologies, Inc. and mail to the below address: Karen Ip/Kathy Son Global Equity Program 555 Market Street, 4th Floor ‘San Francisco, CA 94105 * To pay via wire, please sce below wiring instructions: Bank: Citibank Account Title: Uber Technologies Inc - IBDDA. Account Number: 30960336 ABA: 021000089 SWIFT: CITIUS33 Branch: New York Address: 399 PARK AVENUE NEW YORK, NEW YORK 10043 USA ** In the notes section of the wire, please add "Benedetta Arese Lucini”, “Option Exercise”, and Date of Exercise to help us better track the incoming wire. ‘Things to note: + Please check that the exercise window is open before submitting any payments for exercises. + Be sure to use the latest post-split numbers and strike price if applicable. + Be sure to account for wire fees and exchange rates when sending wires, * Any questions you may have regarding exercises should be sent to stock@uber.com + Include "[your name|” in the notes of the wire. + Please pay in USD, with all fees on your end (as Uber needs to receive the exact amount of the Exercise Price) np harewors sci. comflun/eeeeap Caer Forn Viewer. rp el SSRI OB Bed_sype-FIRST wsanos karen slo emdsiarseresoaCashesssFomVinwerte_ sop oc IRSGARA Pet pe FIRST npsbrenorkatom com/oin/trvevsonpCarlssFormView eer goup je SB484 105K sypecFIRST aanoaoie npstarenors som cana evesoapCseixRom iawn group S-1BSA84 1109829 STOCK POWER AND ASSIGNMENT K CERTIFI FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise Agreement dated as of above, (the "Agreement"), the undersigned hereby sells, assigns and transfers shares of the ‘Common Stock $0.00001 par value per share, of Uber Technologies, Inc.,a Delaware corporation (the "Company"), standing in the undersigned's name on the books of the Company represented by Stock Certificate delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the ‘Company as the undersigned’ attorney-in-fact, with full power of substitution, to transfer said stock ‘on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. ‘The purpose of this Stock Powet and Assignment is to enable the Company to acquire the shares and to exercise its "Refusal Right" or “Repurchase Option” set forth in the Agreement without requiring additional signatures on the part of the Purchaser or Purchaser's Spouse, if anyaornis apstarewoks so eosin Carlen Forniew etc grou i418S5451OGRedype=FIRST EXERCISE AGREEMENT APPENDIX 1. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method listed in Section 4 of the Option Agreement, and the satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser's name as of such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser. If applicable, the Company will deliver to Purchaser a certificate representing the Shares as soon as practicable following such date. 2. Restrictions and Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws. (a) The holder of any security of the corporation (a “Security Holder”) shall not transfer, assign, pledge, encumber or otherwise dispose of any security of the corporation (a “Security”), other than by means of a Permitted Transfer (as defined below), without the prior written consent of the corporation’s Board of Directors. If any provision(s) of any agreement(s) currently in effect by and between the corporation and any Security Holder (the “Security Holder Agreement(s)”) conflicts with this Section 2, this Section 2 shall govern, and the non-conflicting remainder of the Security Holder Agreement(s) shall continue in full force and effect. (b) A “Permitted Transfer" as used in this Section 2 shall be defined as: @ any repurchase of a Security by the corporation: (i) at cost, upon the coccurtence of certain events, such as the termination of employment or services; or (i) at any price pursuant to the corporation’s exercise of a right of first refusal to repurchase such shares; oy the transfer of any or all of the Securities held by a Security Holder toa single trust for the benefit of the Security Holder or the Security Holder's Immediate Family. As used herein, the term “Immediate Family” will mean Security Holder's spouse or Spousal Equivalent, the lineal descendant or antecedent, father, mother, brother or sister, whether or not any of the above are adopted. As used herein, a person is deemed to be a “Spousal Equivalent” provided the following circumstances are true: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) ‘months, (i) they intend to remain so indefinitely, (ii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other's common welfare and financial obligations, and (vii) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely; (iii) any transfer effected pursuant to the Security Holder's will or the laws of intestate succession; dv) if the Security Holder is a partnership, limited liability company or a corporation, no more than five (5) transfers to an Affiliate of such partnership, limited liability company or corporation; and/or ) the transfer by a Major Investor (as defined in the Amended and Restated Right of First Refusal and Co-Sale Agreement dated November 23, 2011, as amended from time to time, or any successor agreement (the “Co-Sale Agreement")) exercising such Major Investor's Co- Sale Right (as defined in the Co-Sale Agreement) heparin com/almleelsapCatleaFafomView eect fp Ho I8S8s 108 ype-FRST wsanomie tp aeweksslvn comfoloniene seg CaesExFoView exec oti 10S3484 108d ype-FRST (©) __ Inthe case of any transfer consented to by the corporation or described in subsection (b) above, the transferee, assignee, or other recipient shall receive and hold the Securities subject to the provisions of this Section 2, and there shall be no further transfer of such stock except in accordance with this Section 2. (@) _ For the purposes of this Section 2, “Affiliate” shall mean, with respect to any specified entity, any other entity which, directly or indirectly, controls, is controlled by, or is under common contral with such specified entity, including, without limitation, any general partner, officer, director or manager of such entity and any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, is under common investment ‘management with, shares the same management or advisory company with or is otherwise affiliated with such entity 3. Right of First Refusal (@) _Rightof First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First Refusal”), () Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the "Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s) (i) _ Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one ‘or more of the Proposed Transferees, at the Purchase Price. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith. (ii) Payment. Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice, (v) __Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(8) as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shates described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company andior its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred,snows sp tharevrt sloncnatin/eveesnpCuensFonViw eee. gral 858841198 peATRST Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, and provided that such transfer complies with applicable securities laws, the transfer of any orall of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser's Immediate Family or a trust for the benefit of Purchaser's Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee Cor other recipient shall receive and hold the Shares so transferted subject to the provisions of this Section 3, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3. ()) _ Company’s Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer (as determined by the Board). Upon sueh a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. (©) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons oF organizations. (@ Restrictions Bindi mnsferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied. (©) Termination of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(a) above the Company will remove any stop-transfer notices referred to in Section 5(b) below and related to the restrictions in this Section 3 and, if certificates are issued, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 7(a) (i) below and delivered to Purchaser. 4. Investment and Taxation. ations. In connection with the purchase of the ‘Shares, Purchaser represents to the Company the following: (@) Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her ‘own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity. (b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among. other things, the bona fide nature of Purchaser's investment intent as expressed herein. (©) Purchaser further acknowledges and understands that the securities must be held epee stun con/eimierviveanapCahesFomieetertte_ group jd ASBISAL OD sype-FIRST esanomie npc slam coolness ExFonView execpt 85644119 pesFIRST indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company. (@ Purchaser is familiar with the provisions of Rules 14 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in ‘a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the ‘Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant t0 Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees fo the restrictions set forth in paragraph (e) below. (©) Purchaser further understands that in the event all of the applicable requirements. of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 70! are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than ina registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. () Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. () Purchaser hereby acknowledges that Purchaser has been informed that, unless an lection is filed by the Purchaser with the Internal Revenue Service (and, if necessary, the proper state taxing authorities), within 30 days of the purchase of the Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the purchase price of the Unvested Shares and their Fair Market Value on the date of purchase, there may be a recognition of taxable income (including, where applicable, alternative ‘minimum taxable income) to the Purchaser, measured by the excess, if any, of the Fair Market Value of the Unvested Shares at the time they cease to be Unvested Shares, over the purchase price of the Unvested Shares. A form of Election under Section 83(b) is provided under the Documents Section in the Shareworks Portal for reference. PURCHASER HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING SUCH ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR THE LAPSE OF THE REPURCHASE RESTRICTIONS ON THE UNITED STATES 5. Company's Repurchase Option. The Company, ot its assignee, shall have the option to repurchase all or a portion of the Unvested Shares (as such term is defined in the Notice of Stock Option Grant for the Option Agreement) on the terms and conditions set forth in this Section (the “Repurchase Option”) if Purchaser should cease to be employed by the Company for any reason, ot no reason, including without limitation Purchaser's death, disability, voluntary resignation or termination by the Company with or without cause. piensa cenloumiserleseroapCslentForn ier gry. oe1RSSA 8Bmois pebrewore sat. combolunerleletnsCasMesEx For View execpt I8S388I 108d ypesFIRST (2) Rightof Termination Unaffected. Nothing in this Agreement shall be construed to limit or otherwise affect in any manner whatsoever the right or power of the Company to terminate Purchaser's employment at any time, for any reason or no reason, with or without cause. For purposes of this Agreement, Purchaser shall be considered to be employed by the Company if Purchaser is an officer, director or full-time employee of the Company or any Parent, Subsidiary or Affiliate of the Company or if the Board of Directors of the Company determines that Purchaser is tendering substantial services as a part-time employee, consultant, contractor or advisor to the ‘Company or any Parent, Subsidiary or Affiliate of the Company. The Committee of the Company shall have discretion to determine whether Purchaser has ceased to be employed by the Company or any Parent, Subsidiary or Affiliate of the Company, whether termination is for Cause, and the date of such termination (the “Termination Date”), and such determination shall be binding on Purchaser. (©) —_Exeicise of Repurchase Option. Atany time within 90 days after the later of the ‘Termination Date and the date Purchaser purchased the Shares, the Company, or its assignee, may elect to repurchase all or a portion of the Unvested Shares by giving Purchaser written notice of exercise of the Repurchase Option. (© Calculation of Repurchase Price. The Company or its assignee shall have the option to repurchase from Purchaser (or from Purchaser's personal representative as the case may be) all or a portion of the Unvested Shares at the purchase price per Share paid by the Purchaser as provided herein. @ Payment of Repurchase Price. The repurchase price shall be payable, at the option of the Company or its assignee, by check or by cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or such assignee, or by any combination thereof, The repurchase price shall be paid without interest within 30 days after exercise of the Repurchase Option. 6. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 2 and 5 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with a Stock Power and Assignment Separate from Certificate included in the ExerciseConfirmation[L] executed by Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary's designee, to hold such certificate(s) and Assignment Separate from Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is s0 appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any oF no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. c ictive Legends ! (@) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws): a ‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN ‘psec slum comin enaCshlerEeFora ieee. qroup oI4SBB41 1093 ype=FIRST rataco stn columerteseap Carlen FomView een _0u je 1BSS4S 110584 oe=FIRST REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN [ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. N‘ OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. SUCH SALE Gi) ‘THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. Gil) ‘THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL HELD BY THE ISSUER ANDIOR ITS ASSIGNEE(S), AND A MARKET STANDOFF AGREE.EMT AS SET FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE, OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF REPURCHASE, RIGHT OF FIRST REFUSAL AND THE MARKET STANDOFF ARE BINDING ON ‘TRANSFEREES OF THESE SHARES. (b) _Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (©) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 8, NoEmployment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a purent or subsidiary of the Company, to terminate Purchaser's employment or consulting relationship, for any reason, with or without cause, ©, Lock-Up Agreement. In connection with the initial public offering of the Company's securities and upon request of the Company or the underwriters managing any underwritten offering of the Company's secutities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the apssarevors slam con/cinvereveoapClensFormViwetercie. grupo I8SBGH 10H ype IRST nsaiorois lint slice CaeaFo View etre group. 188d pe FIRST Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this subsection (a) shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement 10. Miscellaneous. (@®) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. &) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this ‘Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party. (© Severability. 1f one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate stich provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (j) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the ‘Agreement shall be enforceable in accordance with its terms. (@) Notices. Any notice required or permitted by this Agreement shall be in and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. (©) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. (Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. (2) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE, ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS ‘THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. ‘The parties have executed this Exercise Agreement as of the date first set forth above pessienote sali comfstnferitesoapCahlenEsFoen iene grup IBS 008 ype- FIRST wasnrais ap mew sl comaiunsenteliapCnenFa Foie ray id BSBA LOD pe-FIRST By clicking “Continue” below, I expressly confirm that I have read, understood, and taken steps to thoughtfully consider the Exercise Agreement and confirm my agreement with the foregoing, including being bound by the terms and conditions of (i) the Exercise Agreement and (ii) the Stock Power and Assignment Separate from Stock Certificate contained therein. (oess) paren oto comllium/erseverepCalnEsFomView exec gop 1856841108448 ypesFISTEXHIBIT 5 TO COMPLAINTsn0i6 epee sin comlsueeloeaapCahlesEsForView?eece poy =I SGA Red! pe-FIRST Exercise Enry Date: October 30, 2015 Exeteise Reference Number: ERH-28FA4ES1 Funds Received Date: October 30,2015 Exercise Confirmation: This Exercise Agreement, including the provisions in the attached Exercise Agreement Appendix (cogether, this “Exercise Agreement”), is made between Uber Technologies, Inc., a Delaware corporation (“Uber” or the “ Company”), and Benedetta Arese Lucini (“Purchaser”). To the extent ‘any capitalized terms used in this Exercise Agreement are not defined, they shall have the meaning ascribed to them in the 2013 Equity Incentive Plan (the “Plan”. ‘Subject to the terms and conditions hereof, I hereby elect to exercise my option (the “Option”) to purchase the number of shares of [Class B] Common Stock of the Company set forth in the table below under and pursuant to the Plan and Stock Option Agreement dated as of the Grant Date set forth below (the “Shares”), The purchase price per Share shall be as set forth below under “Grant Price” for a total purchase price of . The term “Shares” refers to the purchased Shares and all securities received as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser's ownership of Class A Common Shares. 5 Award A ate Vested Unvested Grant Name Type Grant Price Grant Date Qoisity oan 2013 Bonus - NQ- $0.3295 14-Feb- oanapors Option Usp pata 16,000 8,000 Ifyou are a US Employce early exercising unvested options, we recommend that you file an 83b lection with the IRS for the unvested portion within 30 days from the exercise date. If you are a UK Employee exercising options and you have not previously filed a Form s431, please do so within 14 days from the exercise date. All forms can be found on the Shareworks 'Documents' tab. Please send eopy of completed form(s) to stock@uber.com 1 understand it is my responsibility to forward payment of the Exercise Price for the Shares being purchased pursuant to the exercise of the Option via check or wire transfer payable to the Company in the amount of Upon receipt of payment of the Exercise Price, I understand that the Company will confirm in Shareworks that my payment has been received. T understand that it is my responsibility to ensure Uber properly receives my instructions to exercise the Option. [also acknowledge that these instructions will remain in effect for a 5 business day period pending receipt of payment of the Exercise Price, after which time the exercise will expire, and I will be required to enter a new exercise. 1 certify that I do not have knowledge of any material non-public information as defined in the ‘Company's policies and procedures governing insider trading. I further certify that I have (i) reviewed the materials delivered to me regarding the Plan, including the Plan document, a summary of the material terms of the Plan and a summary of risks associated with an inves pe Sharessnore sap Pare slum combate CaesExVien?tete_ sow IB6A82904Reipe=FIRST (a copy of which can be found (here]) and (ii) attended a financial presentation with the CFO of the Company regarding the Company’ financial statements and performance. ys slum com/umiervadenepCes Forex, ops BGSS2906RLypenFTRST amanor016 psatrenorks so cakarveveveseapC aha FormVieweece_ group ASAO 2084. sype-FIRST Payment Instructions: Please include the following account number on the check and the wire transfer: DS-874752-01 If payment is made via check (for U.S. employees only), please mail or deliver to the below address: + To pay via personal check or cashier’s check: Please make check out to Uber Technologies, Ine. and mail to the below address: Karen Ip/Kathy Son Global Equity Program ‘555 Market Street, 4th Floor San Francisco, CA 94105 + To pay via wire, please see below wiring instructions: ‘Bank: Citibank Account Title: Uber Technologies Inc - IBDDA Account Number: 30960336 ‘ABA: 021000089 SWIFT: CITIUS33 Branch: New York Address: 399 PARK AVENUE NEW YORK, NEW YORK 10043 USA 8 In the notes section of the wire, please add "Benedetta Arese Luc Date of Exercise to help us better track the incoming wire. “Option Exercise”, and ‘Things to note: ‘Please check that the exercise window is open before submitting any payments for exercises. ‘© Be sure to account for wire fees and exchange rates when sending wires. + Any questions you may have regarding exercises should be sent to stock@uber.com + Please pay in USD, with all fees on your end (as Uber needs to receive the exact amount of the Exercise Price)norms supetnacemok son comsomeretesnpC ashes Fam View teste op Mo ISeSS20044eH pe-FRST STOCK POWER AND ASSIGNMENT EP, Te TIFICATE FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers shares of the Class A Common Stock $0.00001 par value per share, of Uber Technologies, Inc.,a Delaware corporation (the "Company"), standing in the undersigned’s name on the books of the Company represented by stock certificate delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned's attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. The purpose of this Stock Power and Assignment Separate from Stock Certificate is to enable the Company to repurchase unvested shares, if any, and to exercise its "Refusal Right" or “Repurchase Option” set forth in the Agreement without requiring additional signatures on the past of the Purchaser. EXERCISE AGREEMENT APPENDIX (TIONAL. 1, ‘Terms and Conditions. This Exercise Agreement Appendix (the “Appendix”) includes additional terms and conditions that govern the exercise of the Option granted to Purchaser under the Plan. 2. Time and Place of Exercise. The purchase and sale of the Shares under the Exercise ‘Agreement shall occur at the principal office of the Company simultaneously with the execution (or tlectronic acceptance) of the Exercise Agreement, the payment of the aggregate Exercise Price by any method of payment set forth in the Option Agreement, and the satisfaction of any applicable tax withholding obligations, all in accordance with the provisions of Section 3(b) of the Option ‘Agreement. The Company shall issue the Shares to Purchaser by entering such Shares in Purchaser’s name as of such date in the books and records of the Company or, if applicable, a duly authorized transfer agent of the Company, against payment of the Exercise Price therefor by Purchaser. 3. Restrictions and Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws (@ The holder of any security of the Company (a “Security Holder”), including Purchaser, shall not, directly or indirectly, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of or encumber (including any conveyance of any economic or pecuniary interest in) any security of the Company (a “Security”), other than by means of a Permitted Transfer (as defined below), without the prior written consent of the Board (or an authorized committee of the Board), which consent may be withheld in its sole discretion. If any provision(s) of any agreement(s) currently in effect by and between the Company and any Security Holder (the “Security Holder Agreement(s)") conflicts with Section 8.12 of the Company's bylaws, Section 8.12 shall govern, and the non-conflicting remainder of the Security Holder Agreement(s) shall continue in full force and effect; provided that Section 3(b) hereof shall be deemed not to conflict with Section 8.12 of the ‘Company’ bylaws. (b) For purposes of the transfer restrictions set forth herein, a Security shall be deemed to be “Transferred! in (a) any sale, assignment, transfer, conveyance, hypothecation or other pean soon combaluniersevexpCuelenEaFonViewTeeoe group sl MASS jpeoFIRST wnrnorois ap tenet soln comboluniereisagCuheEaFuenViweecie_ gap NATION pe eFIRST transfer or disposition of a share of any Security ot any legal or beneficial interest in such Security, whether of not for value and whether Voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of any Security to a broker or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, voting control over such Security by proxy or otherwise, (b) any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any Security, even if any Security would be disposed of by someone other than the Security Holder, (c) any transaction involving any short sale or any purchase, sale or ‘grant of any right (including without limitation any put or call option) with respect to any Security or ‘with respect to any security that includes, relates t0, or derives any significant part of its value from any Security, or (d) any other transaction by Purchaser related to or affecting the ownershi possession or other rights (voting, economic or otherwise) of a Security that the Board, in good faith, deems Transferred. (©) A “Permitted Transfer” as used in this Section 3 shall be defined as: @ any repurchase of a Security: (a) at cost, upon the occurrence of certain events, such as the termination of employment or services; or (b) at any price pursuant to the Company's exercise of a right of first refusal to repurchase such shares; Gi the transfer of any or all of the Securities held by a Security Holder toa single trust for the benefit of the Security Holder or the Security Holder's Immediate Family; Gi) any transfer effected pursuant to the Security Holder's will or the laws of intestate succession; wy) if the Security Holder is a partnership, limited liability company or a corporation, no more than five (5) transfers to an Affiliate of such partnership, limited liability ‘company or corporation; and/or w) the transfer by a Major Investor (as defined in the Amended and Restated Right of First Refusal and Co-Sale Agreement dated August 1, 2013, as amended from time to time, or any successor agreement (the “Co-Sale Agreement”)) exercising such Major Investor's Co-Sale Right (as defined in the Co-Sale Agreement) (@) Inthe case of any transfer consented to by the Company or described in subsection (c) above, the transferee, assignee, or other recipient shall receive and hold the Securities subject to the provisions of this Section 3, and there shall be no further transfer of such stock except in accordance with this Section 3. (© The restrictions in this Section 3 shall terminate upon the earlier to occur of (i) the closing of a Liquidation Transaction (as such term is defined in the Company's Restated Certificate of Incorporation, as amended or restated from time to time) (a “Liquidation Transaction”) or (ii) immediately prior to an initial public offering under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) pursuant to which all outstanding shares of the Company's preferred stock convert to common stock (an “IPQ"). Upon termination of such restrictions, a new certificate or certificates representing the outstanding Shares shall be issued, ‘on request, without the legend referred to in subsection 8(a)(iv) below and delivered to Purchaser. (Purchaser shall comply with the Company's insider trading policy and code of ‘conduct (or related policies) as may be adopted or amended from time to time by the Board (the Policies”). To the extent Purchaser is not an employee of the Company, Purchaser shall comply with the Policies in the same manner as-if Purchaser were deemed an employee of the Company as defined in the Policies. pts tom comihun/ertevtepCacleaForm ieee £07aioe sap tenes sl combkmieelsapCueEsForaViw Teese. 107i EABISOUcA.ypeeFIRST 4. Right of First Refusal. (2) Rightof First Refusal. Subject to the limitations set forth in Section 3 above, before any Shares held by Purchaser or any transferee of Purchaser (cither being sometimes referred to herein as the “Holdes”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 4(a) (the “Right of First Refusal”). () Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder's bona fide intention to sell or ‘otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferce”); (ii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Purchase Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s). (ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one of more of the Proposed Transferees, at the Purchase Price. If the Purchase Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board in good faith (ii) Payment. Payment of the Purchase Price shall be made, atthe election of the Company or its assignee(3), in cash (by check), by cancellation of all or a portion of any ‘outstanding indebtedness, or by any combination thereof within sixty (60) days after receipt of the Notice or in the manner and at the times set forth in the Notice. (iv) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 4(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Purchase Price or at a higher price, provided that sueh sale or other transfer is consummated within one hundred twenty (120) days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable secutities laws and the Proposed Transferee agrees in writing that the provisions of Section 3 and this, Section 4 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed ‘Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred. () Exception for Certain Family Transfers. Anything to the contrary contained in Section 3 above and this Section 4(a) notwithstanding, and provided that such transfer complies with applicable securities laws, the transfer of any or all of the Shares during Purchaser's lifetime or on Purchaser’s death by will or intestacy to Purchaser's Immediate Family or a single trust for the benefit of the Purchaser or the Purchaser’s Immediate Family shall be exempt from the provisions of this Section 4(a). (>) Company's Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 4(a)(¥) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to the Exercise Agreement or the Fair Market Value of the Shares on the date of transfer (as determined by the Board). Upon such a apts sli com/ium/sersedesnnCahesExonmView eee: grou. j=186i932904AeHsypesFIRST «avioan6 tphweworks stom onfun/ervedetonCiaeeatornVieweece_plom. i= 1864250448cKC 9pe-FRST transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer, ‘The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares. (© Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital stock of the Company or other persons or organizations. Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of the Exercise Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of the Exercise Agreement are satisfied. ‘Termination of Rights. The right of first refusal granted the Company by Section 4(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 4(b) above shall terminate upon the earlier to occur of (i) the closing of a Liquidation ‘Transaction or (i) immediately prior to an TPO. Upon termination of the right of first refusal described in Section 4(a) above, pursuant to this paragraph (e) the Company will remove any stop- transfer notices referred to in Section 8(b) below and related to the restrictions in this Section 4 and, if certificates are issued, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 8(2)ii) below and delivered to Purchaser. 5. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following: (a) __ Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her ‘own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity, (6) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein. (©) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is ‘under no obligation to register the securities. Purchaser understands that the transfer of the securities is prohibited unless they are registered or such registration is not required in the opinion of counsel for the Company, which opinion is in a form satisfactory to the Company, and that any certificate(s) evidencing the securities will be imprinted with a legend providing for the foregoing. (@ Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in ‘non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take, place only pursuant to brokered transactions. Notwithstanding this paragraph (4), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below. parece sti conoiun/ersevsepCarlesFaFormView?eserse_ up il B610290148eHf 1pesFRST omunnois iy itaewek sv contol seresapC eto Viw eee grop jd“ IBHOI290UAedLpe-FRST (©) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. (Purchaser understands that Purchaser may suffer adverse tax consequences 28 result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advic (g) If Purchaser is a U.S. taxpayer, Purchaser hereby acknowledges that Purchaser has been informed that, unless an election is filed by the Purchaser with the U.S. Internal Revenue Service (and, if necessary, the proper state taxing authorities), within 30 days of the purchase of any Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar state tax provisions, if applicable) to be taxed currently on any difference between the Exercise Price of the Unvested Shares and their Fair Market Value on the date of purchase, there may be a recognition of taxable income (including, where applicable, alternative minimum taxable income) to the Purchaser, measured by the excess, if any, of the Fair Market Value of the Unvested Shares at the time they cease to be Unvested Shares, over the Exercise Price of the Unvested Shares. A form of Election under Section 83(b) is provided under the Documents Section in the Shareworks Portal for reference. PURCHASER. HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING SUCH ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR THE LAPSE OF THE REPURCHASE, RESTRICTIONS ON THE UNITED STATES. 6. Company's Repurchase Option. The Company, or its assignee, shall have the option to repurchase all or a portion of the Unvested Shares (as such term is defined in the Notice of Stock Option Grant for the Option Agreement) on the terms and conditions set forth in this Section (the “Repurchase Option”) if Purchaser should cease to be employed by the Company for any reason, or ro reason, including without limitation Purchaser's death, Disability, voluntary resignation or termination by the Company with or without Cause. (@) _ Rightof Termination Unaffected. Nothing in the Exercise Agreement shall be construed to limit or otherwise affect in any manner whatsoever any right or power of the Company (ora Parent, Subsidiary or Affiliate, if applicable) to terminate Purchaser's employment at any time, for any reason or no reason, with or without Cause. For purposes of the Exercise Agreement, Purchaser shall be considered to be employed by the Company (or a Parent, Subsidiary or Affiliate, if applicable) if Purchaser is an officer, director or full-time employee of the Company or any Parent, Subsidiary or Affiliate or if the Board determines that Purchaser is rendering substantial services as a part-time employce, consultant, contractor or advisor to the Company of any Parent, Subsidiary or Affiliate, The Committee shall have discretion to determine whether Purchaser has ceased to be employed by the Company or any Parent, Subsidiary or Affiliate, whether termination is for Cause, and the date of such termination (the “Termination Date”), and such determination shall be binding on Purchaser. () —_Exetwise of Repurchase Option. At any time within 90 days after the later of the ‘Termination Date and the date Purchaser purchased the Shares, the Company, or its assignee, may elect to repurchase all or a portion of the Unvested Shares by giving Purchaser written notice of exercise of the Repurchase Option. (© Caleulation of Repurchase Price. ‘The Company or its assignee shall have the option to repurchase from Purchaser (or from Purchaser's personal representative as the case may be) pseu comidun/srevropCanlesaForeViewiexerst oop 186329014 specPIRST enan0n0%6 pethareweks alin omlnmeret ong View err, rap 8186952904480 ype-FRST all or a portion of the Unvested Shares at the purchase price per Share paid by the Purchaser as provided in the Exercise Agreement, (@) Payment of Repurchase Price. The repurchase price shall be payable, at the option of the Company or its assignee, by check or by cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company or such assignee, or by any combination thereof. The repurchase price shall be paid without interest within 30 days after exercise of the Repurchase Option 7. Escrow of Unvested Shares. For purposes of facilitating the enforcement of the provisions of Section 3 and 6 above, Purchaser agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Option, to deliver such certificate(s), together with a Stock Power and Assignment Separate from Stock Certificate included herein executed (or accepted electronically) by Purchaser , in blank, to the Secretary of the Company, or the Secretary's designee, to hold such certificate(s) and Stock Power and Assignment Separate from Stock Certificate in escrow and to take all such actions and to effectuate all such transfers and/or releases as are in accordance ‘with the terms of the Exercise Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing. authorities as a material inducement to make the Exercise Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of the Exercise Agreement. 8. Restrictive Legends and Stop-Transfer Orders. (a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws): “ ‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. Gi) ‘THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE, COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY (ii) Anpshuenort ston comlsiun/terevesonpCuesExPormVeweterte group dl LSS2IOMReype=FIRST on‘manat6 apeharenek slim onimiseneveaCslersFormView ees gow. jo NEHSI290HReILypesFIRST THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, INCLUDING THE RIGHT OF REPURCHASE AND RIGHT OF FIRST REFUSAL HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S), AND A MARKET STANDOFF AGREEMENT AS SE FORTH IN A STOCK OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC SALE. AND TRANSFER RESTRICTIONS INCLUDING THE RIGHT OF REPURCHASE, RIGHT OF FIRST REFUSAL AND THE MARKET STANDOFF ARE BINDING ON, ‘TRANSFEREES OF THESE SHARES. (iv) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE BYLAWS OF THE COMPANY. (©) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to hercin, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. () Refusal to Transfer. The Company shall not be required (i) to transfer on its ‘books any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Exercise Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 9. NoEmployment Rights. Nothing in the Exercise Agreement shall affect in any manner whatsoever any right or power of the Company, or a Parent or Subsidiary or Affiliate to terminate Purchaser's employment or consulting relationship, for any reason, with or without Cause. 10, Lock:Up Agreement. In connection with the IPO and upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 10 shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement 11. Miscellaneous. (2) Governing Law. The Exercise Agreement and all acts and transactions pursuant apsaarevors sim comalun/erseesopCaleseFemView eee =186S25044edpesFIRST iy2nornie ap acon salon commer sci aLeEaF amie. rp jT8652904e.pe-FIRST hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. (b) Entire Agreement; Enforcement of Rights. The Exercise Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to the Exercise Agreement, nor any waiver of any rights under the Exercise Agreement, shall be effective unless in writing signed by the parties to the Exercise Agreement. The failure by either party to enforce any rights under the Exercise Agreement shall not be construed as a waiver of any rights of such party, (©) Severability. If one or more provisions of the Exercise Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from the Exercise Agreement , (ji) the balance of the Exercise Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Exercise Agreement shall be enforceable in accordance with its terms. (@) Notices. Any notice required or permitted by the Exercise Agreement shall be in writing and shall be deemed sufficient when delivered personally or at time of transmission if sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S, mail, as certified or registered mail, with postage prepaid, or forty-eight (48) hours after being deposited with an express. courier, or at the time an electronic confirmation of receipt is received if delivery is by email, and addressed to the party to be notified at such party's address as set forth below or as subsequently modified by written notice. Any notice for delivery outside the United States will be sent by email, facsimile or by express courier. (© Counterparts. ‘The Exercise Agreement may be executed (or accepted clectronically) in two or more counterparts, each of which shall be deemed an original and all of, which together shall constitute one instrument. © Successors and Assigns. The rights and benefits of the Exercise Agreement shall inure to the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of Purchaser under the Exercise Agreement may only be assigned with the prior written consent of the Company. (g) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THE EXERCISE AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND ‘THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF ‘THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THE EXERCISE AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. ‘The parties have executed this Exercise Agreement as of the date first set forth above, By clicking “Continue” below, I expressly confirm that I have read, understood, and taken steps to thoughtfully consider the Exercise Agreement and confirm my agreement with the foregoing, including being bound by the terms and conditions of (i) the Exercise Agreement and (ii) the Stock Power and Assignment Separate from Stock Certificate contained therein. psa soo comlusiersevsoig Cal fornVieweere_ group s=1464S79D14heHypecFIRST wa‘ono16 ssna90Nebedf peaFST np tsarmers soit comftumiseevsop Cala ForView eerie sou, I B6O8790448eH17e-FRST aEXHIBIT 6 TO COMPLAINTRepurchase of Uber Unvested Early Exercised Options m NE a6 Peter Yeww ano | oma) Hi Benedeta, ‘As of your erination de, you had unvesd shares wich were ent axarcsad. Woe curerty prooussing tho repurchase of those shares, (can you pleat provide us your banking datas otal wa can wie the repurchase amount oy. Thanks, Peter Yoaw St. Slock Plan Administrator Uber Technologies, Ine. Please consut witha professional tax advisor on all equly-retated matters for your persona ax stuaton: the Equity toam does not provide any pareonal taxodvice. EXHIBIT. 6[ RoR rT WHET ATTORNEY Rowe Se aan oa Bruce M. Towner $8#107019 ‘Towner Law Offices So Satter Steet, bth Floor, San Francisco, Californie 94108 reunions no; 415-495-2800 aan: 415-391-1285 arroeeyee ome Plaintiff, Benedetta Arese Lucini lsurerion cOuRT oF cALFORNA, county oF San Francisco stacetaoress. 400 McAllister Strect crvanozecooe San Francisco, California, 94102. cn nae Benedetta Arese Lucini v. Uber Technologies, Inc. Fac (MIL CASE COVER SHEET ‘Complex Case Designation Unlimited Limited toy nae (I counter doinaer {fomondes {omendeais | Feat fst appearance by defendant Stonade'$25.000) $25,000 orles)| "(Cal Rules of Cour, rie 3.402) | om Tlers 1-8 Belew must bo complefed (S09 instructions on page 2). Auto Tort ‘to (22) ‘Uninsured molt (8) ‘ther PIPDIWD (Personal njuryProperty DamegerWrongtul Death) Tort, ‘bestes (04) Product abit (24) Medial malpractice (45) [) other purciwo (23) ‘Non-PUPOMD (Other Tort ‘sinees triunfo businss proces (07) rat gs (08), etamaton (13) 1 Frau (16) T imetectust sroperty (19) Professional negleenca (25) (ter non-PUPDIWD tort (35) ake et ominaton 26) TEI ter erpymart ) [i Check one bax below forthe ease iype tha bos! describes this case: ‘Breach of contractwarranty (08) {=} ula 3.749 cotectons (09), ‘ther casts (08) Insurance coverage (18) 11 otter contract (57) eal Property (1 ener corantevere (5) wrong eviction (33) otter reat propery (26) Unawta Detainer ‘Commercial (81) Roldan (32) rugs (28) Judeal Review ‘set ftir (05) Petition re ariraton er (11) J wit of mandate (02) [1 oner seit review (30) Provislonally Complex Ci Litigation {Gal Rules of Cour, ule 3400-3403) { ntirasrTrade roguation 03) Construction detect (10) ase tot (0) Securities tigation (28) Envrenmenta Tox ot (30) sion coverage are a tan he (hove Isle provenaay comput case typos tp Enforcement of Judgment A enforcement of dgmont (20) ‘Misceianeous Civil Complaint CI ricoreny ‘othr complaint ot speci abow) (42) Iigcellaneous Civil Petition Ty Pannersip and corporate governance (21) (otter petition (not spect above) (43) Triscase L]is Le Tis not complex under rule 3400 ofthe California Rules of Cour the case is complex, mark tho faotors requiring excepiional judicial management 2, L_] Large number of separately represented parties b.L=J Extensive motion practice ralsing dffeut or novel ~__ (ssues that wil be Ume-consuming to resolve c. [7] Substantial amount of documentary evidence 4. Large number of witnesses: .2e.[] Coordination with related actions pending in one or more courts in other countie, states, or counties, or in a federal court +, [) Supstantial postjudgment judicial supervision 38, Remedies sought (check al that apply): a. ‘onmonetary; declaratory oF injunctive relief ©. [punitive 44. Number of causes of ation (speci: three 5. Tecate [lis Ce)ienot acless acon suit « 8. there are any known related eases, fie and serve @ noice of related cas 5) BY [err Date: April 26, 2016 > eo Bruce M. ‘Towner HERAT NOTICE «Plant must file tis cover sheet with he frst paper fled in the action oro tinder the Probate Code, Family Cade, or Welfare and institutions Cade). (Ca in sanctions, + Flis this Sover sheet in ation any cover shoot required by local court rue 1 Its ease s complex under rue 3.400 et 9g of the Calfornia Rules of Court, you must serve ‘ther partes tothe action or proceeding «+ Unloes this isa calections case under rue 2.740 or a complex case, tls cover sheet will be used for statistical purposes only a ie IVIL CASE COVER SHEET Baoan