Amendment No. 3 to Form S-1

OPTIONEE

VEEVA SYSTEMS INC.

0001193125-13-389320.txt : 20131114 0001193125-13-389320.hdr.sgml : 20131114 20131003061137 ACCESSION NUMBER: 0001193125-13-389320 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 24 FILED AS OF DATE: 20131003 DATE AS OF CHANGE: 20131015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEEVA SYSTEMS INC CENTRAL INDEX KEY: 0001393052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 208235463 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191085 FILM NUMBER: 131132083 BUSINESS ADDRESS: STREET 1: 4637 CHABOT DRIVE STREET 2: SUITE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 925-452-6500 MAIL ADDRESS: STREET 1: 4637 CHABOT DRIVE STREET 2: SUITE 210 CITY: PLEASANTON STATE: CA ZIP: 94588 FORMER COMPANY: FORMER CONFORMED NAME: VERTICALS ONDEMAND INC DATE OF NAME CHANGE: 20070313 S-1/A 1 d541293ds1a.htm AMENDMENT NO. 3 TO FORM S-1 Amendment No. 3 to Form S-1

As filed with the Securities and Exchange Commission on October 3, 2013.

Registration No. 333-191085

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

Form S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

VEEVA SYSTEMS INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	7372	20-8235463
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

Veeva Systems Inc.

4637 Chabot Drive, Suite 210

Pleasanton, California 94588

(925) 452-6500

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Timothy S. Cabral

Chief Financial Officer

Veeva Systems Inc.

4637 Chabot Drive, Suite 210

Pleasanton, California 94588

(925) 452-6500

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Robert V. Gunderson, Jr., Esq.

Brian C. Patterson, Esq.

Richard C. Blake, Esq.

Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
1200 Seaport Blvd.

Redwood City, California 94063
(650) 321-2400

Josh Faddis, Esq.

Vice President, General Counsel

and Corporate Secretary

Veeva Systems Inc.

4637 Chabot Drive, Suite 210

Pleasanton, California 94588

(925) 452-6500

Gordon K. Davidson, Esq.

Jeffrey R. Vetter, Esq.

James D. Evans, Esq.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer x	(Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Class A Common Stock, $0.00001 par value	15,001,750 shares	$14.00	$210,024,500	$28,191

(1)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. Includes shares that the underwriters have the option to purchase to cover over-allotments, if any.

(2)

The Registrant previously paid $20,460 of this amount in connection with the initial filing of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued October 3, 2013

13,045,000 Shares

LOGO

CLASS A COMMON STOCK

Veeva Systems Inc. is offering 9,720,000 shares of its Class A common stock and the selling stockholders are offering 3,325,000 shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering of our Class A common stock and no public market currently exists for our shares of Class A common stock. We anticipate that the initial public offering price will be between $12.00 and $14.00 per share.

We have two classes of common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. The holders of our outstanding Class B common stock will hold approximately 98.8% of the voting power of our outstanding capital stock following this offering, and our executive officers and directors and their affiliates will hold approximately 74.0% of the voting power of our outstanding capital stock following this offering.

Our Class A common stock has been approved for listing on the New York Stock Exchange under the symbol “VEEV.”

We are an “emerging growth company” as defined under the federal securities laws. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 13.

PRICE $ A SHARE


	Price to Public	Underwriting Discounts and Commissions	*Proceeds to* *Veeva*	*Proceeds to* *Selling* *Stockholders*
Per share	$	$	$	$
Total	$	$	$	$

We have granted the underwriters the right to purchase up to an additional 1,956,750 shares of Class A common stock to cover over-allotments.

The Securities and Exchange Commission and state regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2013.


MORGAN STANLEY		DEUTSCHE BANK SECURITIES



PACIFIC CREST SECURITIES	STIFEL	WELLS FARGO SECURITIES	CANACCORD GENUITY

, 2013

LOGO

TABLE OF CONTENTS


	Page
Prospectus Summary		1
Risk Factors		13
Letter from Our Chief Executive Officer		34
Special Note Regarding Forward-Looking Statements		36
Industry and Market Data		37
Use of Proceeds		38
Dividend Policy		38
Capitalization		39
Dilution		41
Selected Consolidated Financial Data		43
Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Business		75


	Page
Management		92
Executive Compensation		99
Certain Relationships and Related Party Transactions		110
Principal and Selling Stockholders		112
Description of Capital Stock		114
Shares Eligible for Future Sale		120
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Class A Common Stock		122
Underwriting		126
Legal Matters		133
Experts		133
Where You Can Find More Information		133
Index to Consolidated Financial Statements		F-1

Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including , 2013 (25 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we, the selling stockholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside of the United States.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information appearing in this prospectus, including our consolidated financial statements and related notes, and in “Risk Factors” beginning on page 13, before deciding whether to purchase shares of our Class A common stock. Unless the context otherwise requires, we use the terms “Veeva,” the “company,” “we,” “us” and “our” in this prospectus to refer to Veeva Systems Inc. and its subsidiaries.

VEEVA SYSTEMS INC.

Veeva is a leading global provider of industry-specific, cloud-based software solutions for the life sciences industry. Our solutions enable pharmaceutical and other life sciences companies to realize the benefits of modern cloud-based architectures and mobile applications for their most critical business functions, without compromising industry-specific functionality or regulatory compliance. Our customer relationship management solutions enable our customers to increase the productivity and compliance of their sales and marketing functions. Our regulated content management and collaboration solutions enable our customers to more efficiently manage a range of highly regulated, content-centric processes across the enterprise. Our customer master solution enables our customers to more effectively manage complex healthcare provider and healthcare organization data. We have built our company’s culture around customer success and believe that our customers consider us a strategic business partner.

We founded our company in 2007 on the premise that industry-specific business problems would best be addressed by industry-specific, cloud-based solutions, an approach referred to as Industry Cloud. We believe Industry Cloud solutions are particularly relevant to global, complex and heavily regulated industries, such as the life sciences industry that we serve. Although there are some basic functions within life sciences companies that horizontal cloud-based solutions have been able to address, such as payroll and expense management, the industry has largely continued to rely on legacy, on-premise information technology (IT) systems to meet industry-specific needs in critical business functions such as new drug submissions, quality management, sales and marketing. As a result, prior to Veeva, life sciences companies were largely unable to implement cloud-based solutions for many of their most critical business functions.

Our Industry Cloud for life sciences consists of cloud-based solutions that were designed from the ground up to address the specific business and regulatory requirements of this global industry. Veeva CRM, our customer relationship management solution for sales representatives, enables a broad range of industry-specific functions such as drug sample tracking with electronic signature capture, healthcare affiliations management, and the ability to conduct interactive, rich media demonstrations with physicians on a mobile device, with or without an internet connection. Veeva Vault, our regulated content management and collaboration solution, enables the management of complex, content-centric processes, such as the collection, management and organization of thousands of documents during clinical trials and managing the complex versioning, workflows and approvals for promotional materials, in compliance with stringent government regulations. Veeva Network, our recently announced customer master solution that will be generally available in late 2013, enables the creation and maintenance of the healthcare provider and organization master data that drives life sciences companies’ sales and marketing operations.

Our solutions utilize multi-tenant architectures, allowing us to rapidly deliver new functionality to all customers simultaneously and enabling our customers to benefit from our innovations and to comply with frequently changing regulations more quickly because all customers are using the same version of our solutions. A multi-tenant architecture is one that allows multiple customers to use the same hardware and software infrastructure while keeping each customer’s data logically separated. In addition, our global employee base, including our professional services team, gives us insights into industry best practices that can be quickly incorporated into our solutions, benefitting all of our customers. We believe this industry-focused approach of continual improvement has the potential to make our Industry Cloud the standard for the life sciences industry. In addition, we believe that the

data generated from our deep, industry-specific applications can provide unique insights about the industry that we can incorporate into our solutions, further increasing the value of our Industry Cloud.

An element of our strategy has been to build a global enterprise to serve the needs of the life sciences industry worldwide. As of July 31, 2013, we had 593 employees, including approximately 190 employees located outside North America, primarily in Europe, Japan and China. Our solutions are designed to enable compliance with global regulatory requirements and are available in 27 languages. For our fiscal year ended January 31, 2013, international revenues constituted over one-third of our total revenues. We believe our global presence is a significant strategic asset, as our employees maintain strong local relationships with senior customer executives and obtain valuable feedback on both our existing and potential solutions suited to specific geographies.

We have achieved rapid customer growth and strong customer retention, which we believe is largely due to our acute focus on customer success. As of January 31, 2011, 2012 and 2013, we served 51, 95 and 134 life sciences customers, respectively. As of August 31, 2013, we served approximately 170 life sciences customers, including 33 of the 50 largest global pharmaceutical companies. Our solutions have been implemented in over 75 countries, ranging from deployments within a single division or geography to major deployments at some of the largest global pharmaceutical companies, including Bayer Healthcare AG, Boehringer Ingelheim GmbH, Eli Lilly and Company, Gilead Sciences, Inc., Merck & Co., Inc. and Novartis International AG, as well as projects at smaller life sciences companies. For an explanation of how we define our current customers, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations.”

We have experienced significant growth in revenues and profitability in a short period of time. For our fiscal years ended January 31, 2011, 2012 and 2013, our total revenues were $29.1 million, $61.3 million and $129.5 million, respectively, representing year-over-year growth in total revenues of 110% and 111% for our two most recent fiscal years. For the six months ended July 31, 2013, our total revenues were $92.4 million, representing period-over-period growth of 71%. For our fiscal years ended January 31, 2011, 2012 and 2013, our subscription services revenues were $19.6 million, $32.6 million and $73.3 million, respectively, representing year-over-year growth in subscription services revenues of 67% and 125% for our two most recent fiscal years. For the six months ended July 31, 2013, our subscription services revenues were $62.0 million, representing period-over-period growth of 112%. We generate revenues from subscription fees, generally based on the number of users, and from professional services fees, for configuration, implementation and training. We generated net income of $3.9 million, $4.2 million and $18.8 million for our fiscal years ended January 31, 2011, 2012 and 2013, respectively, and $7.4 million and $10.8 million for the six months ended July 31, 2012 and 2013, respectively.

Industry Background

The Life Sciences Industry is Large and Growing, with Specific and Complex Technology Needs

The life sciences industry is one of the largest industries in the world, with over 23,000 life sciences companies of record in 2012. According to MarketLine, in 2012, life sciences companies had combined global revenues of approximately $1.6 trillion, and the industry is expected to grow at a compound annual growth rate of approximately 6% per year through 2016. Life sciences companies face a range of strategic and regulatory opportunities and challenges, requiring substantial investment in IT applications and infrastructure. International Data Corporation (IDC) estimates that life sciences companies spent approximately $44 billion on technology in 2012.

The life sciences industry faces a number of regulatory, business and operational pressures that create the need for industry-specific, cloud-based solutions:

Stringent Regulatory Requirements. The industry is subject to compliance regimes that are complex, vary widely by regulatory body and geography, and change frequently. Furthermore, the life sciences industry is experiencing increasing levels of scrutiny and regulatory enforcement worldwide, which have led to individual fines exceeding a billion dollars.

Global Expansion. Life sciences companies have significantly increased their international operations across many functions including product development, manufacturing, marketing and distribution. This global expansion has increased the need to collaborate across functions and geographies, both internally and with third parties, which can necessitate new IT systems for life sciences companies.

Distinct Business Function Requirements. Life sciences companies typically have separate business functions, including research and development, manufacturing and commercial, that each must comply with specific and distinct regulatory requirements. Each of these functions has specific IT needs that are frequently addressed by separate technology and business decision makers, IT budgets, purchasing patterns and procurement departments.

Existing Legacy IT Systems Do Not Meet the Needs of Today’s Life Sciences Companies

Legacy IT systems often do not meet the evolving needs of today’s life sciences companies for a number of reasons, including:

Difficult and Expensive to Implement and Maintain. Legacy IT systems have generally been deployed on-premise, requiring substantial investments in infrastructure and resources in order to enhance, upgrade and maintain such systems. These highly customized systems quickly become outdated due to the accelerating changes in a company’s regulatory, business and computing environments, and require significant ongoing professional services to maintain.

Lack of Integration. Many legacy IT systems comprise numerous discrete applications that frequently do not integrate well with each other. In order to manage and integrate data across these applications and across broad geographies, many life sciences companies have had to engage in lengthy and expensive custom development and system integration projects.

Poor Usability. Many legacy IT systems do not offer intuitive user interfaces and often are incompatible with now commonly used mobile devices. These disadvantages tend to discourage widespread adoption and frequent use of these solutions across the enterprise.

Horizontal Cloud-Based Solutions Are Not Well Suited to Meet the Needs of Today’s Life Sciences Companies

Horizontal cloud-based solutions fail to meet the complex, industry-specific needs of life sciences companies for a number of reasons, including:

Lack of Industry-Specific Functionality. Because horizontal cloud-based solutions typically lack industry-specific functionality, life sciences companies tend to only deploy these solutions for basic business functions, such as payroll and expense management. In more business critical functions, like new drug submissions, quality management, sales and marketing, life sciences companies have specific business and regulatory requirements that make the deployment of horizontal cloud-based solutions extremely challenging without significant customization.

Horizontal cloud vendors typically do not have the deep industry and regulatory knowledge required to provide life sciences companies with validated systems to support their compliance with these regulations.

Lack of Offline Functionality. Horizontal cloud-based solutions and their underlying architectures were developed to maximize performance using an internet connection. Pharmaceutical sales representatives, however, require the ability to conduct their daily activities, such as displaying rich media product demonstrations to physicians, on a mobile device within a compressed and unpredictable window of time, without needing to rely on the availability of an internet connection.

The Opportunity for Industry Cloud in Life Sciences

The failure of legacy IT systems and horizontal cloud-based solutions to adequately address the IT needs of today’s life sciences companies creates an opportunity for companies such as ours that are focused on industry-specific, cloud-based solutions, or Industry Cloud solutions. Life sciences companies continue to invest significantly in their IT applications and infrastructure. Of the $44 billion that IDC estimates life sciences companies spent on technology in 2012, $28 billion was on software and services and $16 billion was on infrastructure. According to Gartner, Inc., of the $396 billion that businesses spent worldwide on software in 2012, the largest area of spending was Vertical Specific Software, constituting $110 billion or 28% of total software spending. In addition, the demand for cloud-based solutions continues to grow. According to IDC, the global market for public IT cloud services spending is projected to grow from $40 billion in 2012 to $98 billion in 2016, a compound annual growth rate of over 25%. For the market segments within the life sciences industry that we believe are relevant to our solutions, based on our internal analysis and industry experience, we estimate the total addressable market, including the market segments for sales and marketing automation and related solutions for life sciences sales representatives, regulated content management solutions for life sciences companies, customer master solutions for life sciences companies, and healthcare professional, organization, affiliation and reference data, to be at least $5 billion.

Our Industry Cloud Solutions

We provide Industry Cloud solutions for the life sciences industry, specifically developed for the critical business and regulatory needs of global life sciences companies, that deliver the benefits of cloud-based architectures.

Our Industry Cloud solutions include the following key attributes:

Deep, Industry-Specific Functionality. Our solutions have been designed and developed for the specific needs of the global life sciences industry.

Multi-Tenant Architectures. Our solutions use multi-tenant architectures and, as a result, all of our customers run the same version of our applications while securely partitioning their own data.

Validated Systems. Our solutions are designed, developed and maintained to enable our customers to satisfy system validation requirements mandated by regulatory organizations.

Modular and Integrated Solutions. Our solutions are designed to be deployed in a modular fashion and to rapidly integrate and interface with our customers’ existing applications, data and technologies, and in addition, are optimized to work with our other solutions.

Mobility and Offline Functionality. Certain capabilities of our Veeva CRM solutions can function offline on common mobile devices so that users have access to rich content presentations, signature capture and other needs when disconnected from the internet.

“Best Practices” Updates. Our solutions are regularly updated to capture best-in-class business processes from companies across the global life sciences industry.

User-Friendly Interface. The user interface for our cloud-based solutions is designed to be simple, flexible and intuitive. We believe the user-friendly characteristics of our solutions result in greater user adoption, higher utilization and more time spent on productive tasks.

Global Focus. Our global focus and presence allows us to incorporate new regulatory frameworks and functional requirements more quickly into our solutions.

Our Industry Cloud solutions provide the following key benefits for our customers:

Improved Sales and Marketing Productivity. Veeva CRM solutions enable sales representatives to focus more time on revenue-generating activities by enabling representatives to better prioritize, prepare for and follow up on interactions with physicians. Veeva Vault enables customers to improve the coordination between sales and marketing at life sciences companies.

More Efficient New Product Development. Veeva Vault applications enable research and development organizations to improve and accelerate collaboration among both internal employees and external partners that is required to manage their drug development processes, resulting in the ability to develop and submit applications for regulatory approval for new drugs more quickly and efficiently.

Frequent Updates. Customers benefit from greater scalability, reliability and performance, as well as faster innovation due to our multi-tenant architecture. We deploy our upgrades rapidly to all of our customers several times per year.

Improved Regulatory Compliance. Our solutions enable customers to maintain or improve their global compliance levels across a wide range of regulatory requirements. As a result, we believe our customers can realize significant cost savings and improved regulatory compliance.

Our Growth Strategy

Key elements of our growth strategy include:

Focus on Customer Success. Customer success is at the core of everything we do. We plan to continue our focused commitment to the business success of our customers, including recruiting, hiring and developing employees who are highly focused on delivering customer success.

Deepen Existing Customer Relationships Within Commercial Departments of Life Sciences Companies. We intend to increase the number of users within our existing customers and to grow the number of Veeva CRM, Veeva Vault and Veeva Network applications used by commercial departments of life sciences companies.

Establish and Expand Our Customer Relationships Within Research and Development Departments of Life Sciences Companies. We intend to increase the adoption of our regulated content management and collaboration solutions by increasing the size of our sales force, enabling us to market our Veeva Vault solutions to an expanded set of customers in research and development departments of life sciences companies.

Expand Our Customer Base. We believe there is a substantial opportunity for us to continue to increase the size of our customer base with both large and small life sciences companies globally through the efforts of our growing domestic and international sales forces.

Continue to Expand Internationally. We plan to continue to invest in new geographies where leading life sciences companies operate, including in the areas of salespeople and sales channels, professional services, customer support and services partnerships.

Risks Affecting Us

Our business is subject to numerous risks described in “Risk Factors” immediately following this prospectus summary and elsewhere in this prospectus. These risks represent challenges to the successful implementation of our strategy and to the growth and future profitability of our business. Some of these risks are:

•

We have a limited operating history, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.

•

We expect the future growth rate of our revenues to decline, and as our costs increase, we may not be able to generate sufficient revenues to sustain the level of profitability we have achieved in the past or achieve profitability in the future.

•

We have experienced rapid growth in recent periods, and if we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or adequately address competitive challenges.

•

To date, we have derived more than 95% of our subscription services revenues from our Veeva CRM solution, and our Veeva CRM solution has achieved substantial penetration within the U.S.-based sales teams of pharmaceutical and biotechnology companies. If our efforts to further increase the use and adoption of our Veeva CRM solution do not succeed, the growth rate of our revenues may decline.

•

If our new solutions, including Veeva Vault, Veeva CRM Approved Email or Veeva Network, are not successfully adopted by new and existing customers, the growth of our revenues and operating results will be adversely affected.

•

If our existing customers do not renew their subscriptions or buy additional solutions and user subscriptions from us, or renew at lower fee levels, our business and operating results will suffer.

•

The loss of one or more of our key customers, or a failure to renew our subscription agreements with one or more of our key customers, could slow the growth rate of our revenues or cause our revenues to decline.

•

Because key and substantial portions of our Veeva CRM solution are built on salesforce.com’s Salesforce Platform, we are dependent upon our agreement with salesforce.com to provide our Veeva CRM solution to our customers.

•

All of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry could also adversely affect us.

•

If our security measures are breached or unauthorized access to customer data is otherwise obtained, our solutions may be perceived as not being secure, customers may reduce the use of or stop using our solutions and we may incur significant liabilities.

•

Our executive officers and directors and their affiliates, who after this offering will hold approximately 74.0% of the voting power of our outstanding capital stock, will have the ability to control the outcome of matters submitted to our stockholders for approval.

For further discussion of these and other risks you should consider before making an investment in our Class A common stock, see “Risk Factors” immediately following this prospectus summary.

Corporate Information

We were incorporated in the state of Delaware in January 2007 and changed our name to Veeva Systems Inc. from Verticals onDemand, Inc. in April 2009. Our principal executive offices are located at 4637 Chabot Drive, Suite 210, Pleasanton, California 94588. Our telephone number is (925) 452-6500. Our website address is www.veeva.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our Class A common stock.

Veeva, the Veeva logo, Veeva CRM, Veeva CLM, Veeva iRep, Veeva CRM Approved Email, Veeva Network, Veeva Vault, Vault eTMF, Vault Investigator Portal, Vault Submissions, Vault QualityDocs, Vault PromoMats, Vault MedComms, Approved Email, Vault, iRep and other trademarks or service marks of Veeva appearing in this prospectus are the property of Veeva. This prospectus contains additional trade names, trademarks and service marks of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

THE OFFERING

Class A common stock offered

By us

9,720,000 shares

By the selling stockholders

3,325,000 shares

Total

13,045,000 shares

Class A common stock to be outstanding after this offering

13,045,000 shares

Class B common stock to be outstanding after this offering

109,207,440 shares

Total Class A and Class B common stock to be outstanding after this offering

122,252,440 shares

Over-allotment option of Class A common stock offered by us

1,956,750 shares

Use of proceeds

We estimate that our net proceeds from the sale of the Class A common stock that we are offering will be approximately $114.7 million, assuming an initial public offering price of $13.00 per share, the midpoint of the price range on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares of Class A common stock by the selling stockholders.

The principal purposes of this offering are to increase our financial flexibility, facilitate an orderly distribution of shares for the selling stockholders, increase our visibility in the marketplace and create a public market for our Class A common stock. We intend to use the net proceeds to us from this offering for working capital and other general corporate purposes. However, we do not currently have specific planned uses of the proceeds. In addition, we may use a portion of the net proceeds from this offering for acquisitions of or investments in other complementary businesses, technologies or other assets. However, we currently have no agreements or commitments with respect to any specific material acquisitions or investments at this time. See “Use of Proceeds.”

Voting rights

Shares of Class A common stock are entitled to one vote per share.

Shares of Class B common stock are entitled to ten votes per share.

Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our restated certificate of incorporation. Our executive officers and directors and their affiliates, who after this offering will hold approximately 74.0% of the voting power of our outstanding capital stock, will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change in control transaction. See “Principal and Selling Stockholders” and “Description of Capital Stock.”

New York Stock Exchange symbol

“VEEV”

The number of shares of Class A and Class B common stock to be outstanding after this offering is based on no shares of our Class A common stock and 112,532,440 shares of our Class B common stock outstanding as of July 31, 2013, and excludes:

•

16,547,749 shares of Class B common stock issuable upon the exercise of options outstanding as of July 31, 2013 under our 2012 Equity Incentive Plan, with a weighted-average exercise price of approximately $3.98 per share;

•

8,857,794 shares of Class B common stock issuable upon the exercise of options outstanding as of July 31, 2013 under our 2007 Stock Plan, with a weighted-average exercise price of approximately $0.56 per share;

•

731,000 shares of Class B common stock issuable upon exercise of options granted under our 2012 Equity Incentive Plan between August 1, 2013 and October 3, 2013 with a weighted-average exercise price of approximately $10.89 per share; and

•

6,822,956 shares of our common stock were reserved for future issuance under our equity compensation plans, consisting of 2,822,956 shares of Class B common stock reserved for issuance under our 2012 Equity Incentive Plan as of July 31, 2013, which will become available for issuance as Class A common stock under our 2013 Equity Incentive Plan on the date of this prospectus, and 4,000,000 shares of Class A common stock that will be reserved for issuance under our 2013 Employee Stock Purchase Plan. No shares of either our Class A or Class B common stock were reserved for future issuance under our 2007 Stock Plan as of July 31, 2013. On the date of this prospectus, we will cease granting awards under our 2012 Equity Incentive Plan. Our 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan also provide for automatic annual increases in the number of shares reserved thereunder, as more fully described in “Executive Compensation—Equity Plans.”

Unless expressly indicated or the context requires otherwise, all information in this prospectus assumes:

•

the conversion of all outstanding shares of our convertible preferred stock into an aggregate of 85,000,000 shares of Class B common stock in connection with the closing of this offering;

•

no exercise by the underwriters of their right to purchase up to an additional 1,956,750 shares of Class A common stock to cover over-allotments;

•

the amendment of our certificate of incorporation in connection with the completion of this offering to redesignate our currently outstanding common stock as “Class B common stock” and to create a new class of Class A common stock to be offered and sold in this offering; and

•

the filing of our restated certificate of incorporation and the effectiveness of our amended and restated bylaws in connection with the completion of this offering.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables set forth summary consolidated financial data. The consolidated statements of operations data for our fiscal years ended January 31, 2011, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the six months ended July 31, 2012 and 2013, and the consolidated balance sheet data as of July 31, 2013 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. You should read this summary consolidated financial data in conjunction with the sections titled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any future period.


	Fiscal Year Ended January 31,							Six Months Ended July 31,
	2011		2012		2013			2012			2013
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenues:
Subscription services	$	19,573	$	32,613	$	73,280		$	29,202		$	62,000
Professional services and other		9,556		28,649		56,268			24,762			30,369

Total revenues		29,129		61,262		129,548			53,964			92,369

Cost of revenues⁽¹⁾:
Cost of subscription services		5,236		8,768		18,852			7,749			14,898
Cost of professional services and other		7,081		20,288		38,164			16,650			21,954

Total cost of revenues		12,317		29,056		57,016			24,399			36,852

Gross profit		16,812		32,206		72,532			29,565			55,517

Operating expenses⁽¹⁾:
Research and development		3,637		7,750		14,638			6,341			11,884
Sales and marketing		5,571		12,279		19,490			7,988			17,272
General and administrative		2,513		5,539		8,371			3,349			8,350

Total operating expenses		11,721		25,568		42,499			17,678			37,506

Operating income		5,091		6,638		30,033			11,887			18,011
Other income (expense), net		173		15		(940	)		(411	)		(564	)

Income before income taxes		5,264		6,653		29,093			11,476			17,447
Provision for income taxes		1,355		2,423		10,310			4,126			6,604

Net income	$	3,909	$	4,230	$	18,783		$	7,350		$	10,843

Net income attributable to common stockholders	$	428	$	599	$	3,480			1,269		$	2,222

Net income per share attributable to common stockholders⁽²⁾:
Basic	$	0.03	$	0.03	$	0.17		$	0.07		$	0.09

Diluted	$	0.02	$	0.02	$	0.11		$	0.04		$	0.06

Pro forma net income per share attributable to common stockholders (unaudited)⁽³⁾:
Basic					$	0.17					$	0.10

Diluted					$	0.16					$	0.09

(1)

Includes stock-based compensation expense as follows:


	Fiscal Year Ended January 31,						Six Months Ended July 31,
	2011		2012		2013		2012		2013
	(in thousands)
Cost of revenues:
Cost of subscription services	$	—	$	1	$	3	$	1	$	9
Cost of professional services and other		9		63		120		51		228
Research and development		30		106		238		90		466
Sales and marketing		43		99		140		63		482
General and administrative		87		165		214		104		765

(2)

Net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, less the weighted average unvested common stock subject to repurchase. See note 12 of the notes to our consolidated financial statements.

(3)

Pro forma net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding assuming the automatic conversion of all outstanding shares of the convertible preferred stock into shares of common stock as of the issuance date of the convertible preferred stock. See note 12 of the notes to our consolidated financial statements.


	As of July 31, 2013
	Actual		Pro Forma⁽¹⁾		Pro Forma As Adjusted⁽²⁾
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	52,875	$	52,875	$	167,540
Working capital		35,056		35,056		149,721
Deferred revenue		48,260		48,260		48,260
Total assets		112,620		112,620		227,285
Convertible preferred stock		6,933		—		—
Additional paid-in capital		4,694		11,626		126,291
Total stockholders’ equity		47,400		47,400		162,065

(1)

The pro forma column in the consolidated balance sheet data as of July 31, 2013 reflects the automatic conversion of all outstanding shares of our convertible preferred stock into an aggregate of 85,000,000 shares of Class B common stock in connection with this offering.

(2)

The pro forma as adjusted column in the consolidated balance sheet data as of July 31, 2013 reflects the item described in footnote (1) above, and our sale of 9,720,000 shares of Class A common stock in this offering at an assumed initial public offering price of $13.00 per share, the midpoint of the price range on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share would increase (decrease) each of cash, cash equivalents and short-term investments, working capital, total assets, additional paid-in capital and total stockholders’ equity by $9.0 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes, before deciding whether to purchase shares of our Class A common stock. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have a limited operating history, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future.

We were incorporated in 2007 and introduced our first commercially available cloud-based solution, Veeva CRM, that same year. As a result of our limited operating history, our ability to forecast our future operating results, including revenues, cash flows and profitability, is limited and subject to a number of uncertainties. We have encountered and will encounter risks and uncertainties frequently experienced by growing companies in the technology industry, such as the risks and uncertainties described in this prospectus. If our assumptions regarding these risks and uncertainties are incorrect or change due to changes in our markets, or if we do not address these risks successfully, our operating and financial results may differ materially from our expectations and our business may suffer.

In each of our last two fiscal years, our revenues grew more than 100% as compared to revenues from the prior fiscal year. We expect the growth rate of our revenues to decline in future periods. At the same time, we expect our future expenses to increase as we continue to invest in our business. We expect to incur significant future expenditures related to:

•

developing new solutions, enhancing our existing solutions and improving the technology infrastructure, scalability, availability, security and support for our solutions;

•

expanding and deepening our relationships with our existing customer base, including expenditures related to increasing the adoption of our solutions by the research and development departments of life sciences companies;

•

sales and marketing, including expansion of our direct sales organization and global marketing programs;

•

expansion of our professional services organization;

•

international expansion; and

•

general operations, IT systems and administration, including legal and accounting expenses related to being a public company that we did not incur as a private company.

Our investments may not result in increased revenues now or in the future. If our efforts to increase revenues and manage our expenses are not successful, or if we incur costs, damages, fines, settlements or judgments as a result of other risks and uncertainties described in this prospectus, our operating results and business would be harmed. As a result, we cannot assure you that we will increase or sustain our historical levels of profitability or that we will achieve profitability in the future.

Additionally, our professional services revenues fluctuate as a result of the achievement of milestones in our professional services arrangements and the timing of our customers’ implementation projects. In recent quarterly

periods, our professional services revenues have remained relatively flat or declined as compared to the prior quarterly period, and our professional services revenues may not increase on a quarterly basis in the future.

Since we were founded, we have experienced rapid growth and expansion of our operations. For instance, our employee headcount has increased from 257 as of January 31, 2012 to 593 employees as of July 31, 2013, and we plan on hiring additional employees in the future. Our rapid growth has placed, and will continue to place, a significant strain on our administrative and operational infrastructure, facilities and other resources. Our ability to manage our operations and growth will require us to continue to expand our research and development, sales and marketing, professional services and finance and administration teams, as well as our facilities and infrastructure. We will also be required to refine our operational, financial and management controls and reporting systems and procedures. Moreover, if we fail to efficiently manage this expansion, our costs and expenses may increase more than we plan and we may fail to expand our customer base, enhance our existing solutions, develop new solutions, satisfy the requirements of our existing customers, respond to competitive challenges or otherwise execute our business plan. If we are unable to manage our growth, our operating and financial results likely would be harmed.

To date, we have derived more than 95% of our subscription services revenues from our Veeva CRM solution and have realized substantial sales penetration for our Veeva CRM solution among the U.S.-based sales teams of large pharmaceutical and biotechnology companies in particular. A critical factor for our continued growth is our ability to sell additional Veeva CRM user subscriptions to our existing and new customers. Any factor adversely affecting sales of this solution, including penetration of the U.S. market, could adversely affect the growth rate of our revenues, operating results and business.

If our new solutions, including Veeva Vault, Veeva CRM Approved Email or Veeva Network, are not successfully adopted by new and existing customers, the growth rate of our revenues and operating results will be adversely affected.

Our continued growth and profitability will depend on our ability to successfully develop and sell new solutions, including Veeva Vault, Veeva CRM Approved Email and Veeva Network. These solutions were recently introduced or announced and it is uncertain whether these solutions will ever result in significant revenues or comprise a significant portion of our total revenues. It may take us significant time and we may incur significant expense to effectively market and sell these solutions, or to develop other new solutions and make enhancements to our existing solutions. If Veeva Vault, Veeva CRM Approved Email, Veeva Network or other solutions that we may develop and introduce in the future do not achieve market acceptance in a timely manner, the growth rate of our revenues and operating results will be adversely affected.

If our existing customers do not renew their subscriptions or buy additional solutions and user subscriptions from us, or renew at lower fee levels, our business and operating results will suffer.

We expect to continue to derive a significant portion of our revenues from renewal of existing subscription agreements. As a result, maintaining the renewal rate of our subscriptions and selling additional solutions and user subscriptions is critical to our future operating results. Factors that may affect the renewal rate for our solutions and our ability to sell additional solutions and user subscriptions include:

•

the price, performance and functionality of our solutions;

•

the availability, price, performance and functionality of competing solutions and services;

•

the effectiveness of our professional services;

•

our ability to develop complementary solutions, applications and services;

•

the stability, performance and security of our hosting infrastructure and hosting services; and

•

the business environment of our customers and, in particular, headcount reductions by our customers.

We enter into master subscription agreements with our customers. Orders typically have a one-year term and automatically renew unless notice of cancellation is provided in advance. Our customers have no obligation to renew their subscriptions for our solutions after their orders expire. In addition, our customers may negotiate terms less advantageous to us upon renewal, which may reduce our revenues from these customers. Factors that are not within our control may contribute to a reduction in our subscription services revenues. For instance, our customers may reduce their number of sales representatives, which would result in a corresponding reduction in the number of user subscriptions needed for some of our solutions and thus a lower aggregate renewal fee. Our future operating results also depend, in part, on our ability to sell new solutions, applications and professional services to our existing customers. If our customers fail to renew their agreements, renew their agreements upon less favorable terms or at lower fee levels, or fail to purchase new solutions, applications and professional services from us, our revenues may decline or our future revenues may be constrained.

For our fiscal year ended January 31, 2013, two customers each represented more than 10% of our total revenues. In addition, in our fiscal years ended January 31, 2012 and 2013, our top 10 customers accounted for 61% and 54% of our total revenues, respectively. We rely on our reputation and recommendations from key customers in order to promote our solutions to potential customers. The loss of any of our key customers, or a failure of some of them to renew or expand user subscriptions, could have a significant impact on the growth rate of our revenues, reputation and our ability to obtain new customers. In addition, acquisitions of our customers could lead to cancellation or non-renewal of our agreements with those customers or by the acquiring companies, thereby reducing the number of our existing and potential customers.

Key and substantial portions of our Veeva CRM solution are developed on the Salesforce Platform of salesforce.com, inc., and we rely on our agreement with salesforce.com to continue to use the Salesforce Platform as combined with the proprietary aspects of our Veeva CRM solution.

Our agreement with salesforce.com expires in September 2015 and does not provide for an automatic renewal. We cannot assure you that the pricing or other terms in any renewal with salesforce.com would be favorable to us, and if not, our gross margin and other operating results could be adversely affected. If we are unable to renew our agreement with salesforce.com, there would be a wind-down period during which our existing customers would be able to continue using the Salesforce Platform as combined with the proprietary aspects of our Veeva CRM solution, but we would be unable to sell subscriptions to our solutions that are combined with the Salesforce Platform to new customers and would be limited with respect to the number of additional subscriptions to our solutions, as combined with the Salesforce Platform, that we could sell to our existing customers. In addition, salesforce.com has the right to terminate the agreement in certain circumstances, including in the event of a material breach of the agreement by us, that we are acquired by specified companies, or that salesforce.com is subjected to third-party intellectual property infringement claims based on Veeva CRM (except to the extent based on the Salesforce Platform) or our trademarks and we do not remedy such infringement in accordance with the agreement. If salesforce.com terminates our agreement under these circumstances, then salesforce.com may immediately terminate our customers’ access to the Salesforce Platform, which would result in our customers being unable to access our Veeva CRM solution.

An expiration or termination of the agreement would cause us to incur significant time and expense to acquire rights to, or develop, a replacement customer relationship management platform and we may not be successful in these efforts. Even if we were to successfully acquire or develop a replacement customer relationship management platform, some customers may decide not to adopt the replacement platform and may decide to use a different customer relationship management solution. If we were unsuccessful in acquiring or developing a replacement customer relationship management platform or acquired or developed a replacement customer relationship management platform that our customers do not adopt, our business, operating results and brand may be adversely affected.

Our agreement with salesforce.com also provides that we can use the Salesforce Platform as combined with our proprietary technology to sell sales automation solutions only to drug makers in the pharmaceutical and biotechnology industries, which does not include the medical devices industry or products for non-drug departments of pharmaceutical and biotechnology companies. Use of the Salesforce Platform to sell to additional industries would require the consent of salesforce.com. While our agreement with salesforce.com provides that salesforce.com will not position, develop, promote, invest in or acquire applications directly competitive to the Veeva CRM solution for sales automation that directly target drug makers in the pharmaceutical and biotechnology markets, our remedy for a breach of this commitment by salesforce.com would be to terminate the agreement, or continue the agreement but be released from certain minimum payment commitments to salesforce.com. Our agreement with salesforce.com also does not restrict a salesforce.com customer’s ability (or the ability of salesforce.com on behalf of a specific salesforce.com customer) to customize or configure the Salesforce Platform in any way. Our inability to freely sell our Veeva CRM solution for sales automation outside of drug makers in the pharmaceutical and biotechnology industries may adversely impact our growth.

All of our revenues are generated by sales to life sciences industry customers, and factors that adversely affect this industry could also adversely affect us.

All of our sales are to customers in the life sciences industry, in particular the pharmaceutical and biotechnology industries. Demand for our solutions could be affected by factors that adversely affect the life sciences industry. The life sciences industry is highly regulated and competitive, has been adversely affected by the recent economic downturn and has experienced periods of considerable consolidation. Changes in regulations could require us to expend significant resources in order to ensure that our solutions continue to meet the needs our customers. In addition, competition, consolidation and expiration of key patents could lead to a significant reduction in pharmaceutical sales representatives and other personnel that use our solutions. For these reasons and others, selling to life sciences companies can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that we will successfully complete a sale. Accordingly, our operating results and our ability to efficiently provide our solutions to life sciences companies and to grow or maintain our customer base could be adversely affected as a result of factors that affect the life sciences industry generally.

Our quarterly results may fluctuate significantly, which could adversely impact the value of our Class A common stock.

Our quarterly results of operations, including our revenues, gross margin, profitability and cash flows, may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, our quarterly results should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control. Fluctuation in quarterly results may adversely impact the value of our Class A common stock. Factors that may cause fluctuations in our quarterly financial results include, without limitation, those listed elsewhere in this “Risk Factors” section and those listed below:

•

the addition or loss of large customers, including through acquisitions or consolidations of such customers;

•

the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

•

network outages or security breaches;

•

conditions within the life sciences industry;

•

general economic, industry and market conditions;

•

our ability to attract new customers;

•

amount of professional services purchased by our customers;

•

customer renewal rates and the timing and terms of customer renewals;

•

increases or decreases in the number of users of our solutions or pricing changes;

•

changes in our pricing policies or those of our competitors;

•

the mix of solutions and services sold during a period;

•

variations in the timing of the sales of our solutions;

•

the timing and success of introductions of new solutions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners; and

•

the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.

The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be adversely affected.

The markets for our solutions are highly competitive. Our Veeva CRM solutions primarily compete with products from Oracle Corporation and Cegedim SA. Our Veeva Vault solutions face competition from large global content management platform vendors including EMC Corporation, Microsoft Corporation and OpenText Corporation. We also compete with professional services companies that provide solutions on these platforms, such as Computer Sciences Corporation, and with other life sciences specific providers. In some cases, these competitors are well-established providers of these solutions, which have long-standing relationships with many of our current and potential customers, including large pharmaceutical and emerging biopharmaceutical companies. Oracle, for example, has larger and greater name recognition, a much longer operating history, a larger marketing budget and significantly greater resources than we do. We also face competition from custom-built software developed by third-party vendors and developed in-house by our potential customers.

Some customers may be hesitant to adopt cloud-based solutions such as ours and prefer to upgrade the more familiar solutions that are deployed on-premise. Some vendors could offer customer relationship management and regulated content management and collaboration solutions on a standalone basis at a low price or bundled as part of a larger product sale. In order to take advantage of customer demand for cloud-based solutions, legacy vendors are expanding their cloud-based solutions through acquisitions and organic development. Legacy vendors may also seek to partner with other leading cloud providers. In addition, other companies that provide cloud-based solutions in different target or horizontal markets may develop applications or work with companies that operate in our target markets. With the introduction of new technologies and market entrants, we expect competition to intensify in the future.

Many of our competitors are able to devote greater resources to the development, promotion and sale of their products and services. Furthermore, third parties with greater available resources and the ability to initiate or withstand substantial price competition could acquire our current or potential competitors. In addition, many of our competitors have established marketing relationships, access to larger customer bases and major distribution agreements with consultants, system integrators and resellers. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. If our competitors’ products, services or technologies become more accepted than our solutions, if

they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, then our revenues could be adversely affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which could adversely affect our business.

We may not effectively scale and adapt our existing technology to meet the performance and other requirements of our global customers, which could adversely affect our business and operating results.

Our future growth depends upon our ability to continue to meet the expanding needs of our global customers as their use of our solutions grows. As these customers gain more experience with our solutions, the number of users of our solutions, the amount of data transferred, processed and stored by us, the number of locations where our solutions are being accessed and the number of processes and systems managed by our solutions on behalf of these customers have in some cases, and may in the future, expand rapidly. As a result, we intend to continue to make significant investments to develop and implement new technologies in our solutions and cloud infrastructure operations. These technologies, which include databases, applications and server optimizations, network and hosting strategies and automation, are often advanced, complex, new and untested. To the extent that we do not effectively scale our solutions and operations to maintain performance as our customers expand their use of our solutions, our business and operating results could be adversely affected.

If the market for cloud-based solutions develops more slowly than we expect or declines, our revenues could decrease and our business could be adversely affected.

The market for cloud-based solutions is not as mature as the market for on-premise enterprise software in the life sciences industry, and it is uncertain whether cloud-based solutions will achieve and sustain high levels of customer demand and market acceptance in the life sciences industry. Our success will depend to a substantial extent on the widespread adoption of cloud-based solutions in the life sciences industry, and of Veeva CRM and Veeva Vault in particular. Many enterprises, and in particular in the life sciences industry, have invested substantial personnel and financial resources to integrate traditional enterprise software into their businesses, and therefore may be reluctant or unwilling to migrate to cloud-based solutions. It is difficult to predict customer adoption rates and demand for our solutions, the future growth rate and size of the cloud computing market or the entry of competitive solutions. The expansion of cloud-based solutions, particularly in the life sciences industry, depends on a number of factors, including the cost, performance and perceived value associated with cloud-based solutions, as well as the ability of providers of cloud-based solutions to address security, privacy and unique regulatory requirements or concerns. If we or other cloud-based solution providers experience security incidents, loss of customer data, disruptions in delivery or other problems, the market for cloud-based solutions in the life sciences industry, including our solutions, may be adversely affected. If cloud-based solutions do not achieve widespread adoption in the life sciences industry, or there is a reduction in demand for cloud-based solutions caused by a lack of customer acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and products, decreases in corporate spending or otherwise, our revenues could decrease and our business could be adversely affected.

Our sales cycles can be long and unpredictable, and our sales efforts require considerable investment of time and expense. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed.

Our sales process entails planning discussions with prospective customers, analyzing their existing solutions and identifying how these potential customers can use and benefit from our solutions. The sales cycle for a new customer, from the time of prospect qualification to the completion of the first sale, may span over twelve months. In particular, we have limited history selling to the research and development departments of life sciences companies, yet many of our new solutions, including certain Veeva Vault solutions, were developed to target the research and development function. As a result, our sales cycle for these solutions may be lengthy and difficult to predict. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts will

result in the sale of our solutions. In addition, our sales cycle can vary substantially from customer to customer because of various factors, including the discretionary nature of potential customers’ purchasing and budget decisions, the announcement or planned introduction of new solutions by us or our competitors and the purchasing approval processes of potential customers. If our sales cycle lengthens or we invest substantial resources pursuing unsuccessful sales opportunities, our operating results and growth would be harmed.

The software industry changes rapidly as a result of technological and product developments, which may render our solutions less desirable. If we are unable or unsuccessful in enhancing our solutions in response to technological developments, our revenues and operating results could be adversely affected.

The software industry is subject to rapid technological change. The introduction of new technologies in the software industry, including mobile technologies, will continue to have a significant effect on competitive conditions in the life sciences industry. We may not be able to develop and introduce new solutions and enhancements to our existing solutions that respond to technological changes on a timely basis. If we are unable to develop and sell new solutions that provide utility to our customers and provide enhancements and new features for our existing solutions that keep pace with rapid technological and regulatory change, our revenues and operating results could be adversely affected.

Defects or disruptions in our solutions could result in diminishing demand for our solutions, a reduction in our revenues and subject us to substantial liability and decrease our revenues.

We generally release updates to our solutions three times per year. These updates may contain undetected errors when first introduced or released. We have from time to time found defects in our solutions, and new errors in our existing solutions may be detected in the future. Since our customers use our solutions for important aspects of their business, any errors, defects, disruptions or other performance problems with our solutions could hurt our reputation and may damage our customers’ businesses. If that occurs, our customers may delay or withhold payment to us, cancel their agreements with us, elect not to renew, make service credit claims, warranty claims or other claims against us, and we could lose future sales. The occurrence of any of these events could result in diminishing demand for our solutions, a reduction of our revenues, an increase in our bad debt expense, an increase in collection cycles for accounts receivable, require us to increase our warranty provisions, or incur the expense of litigation or substantial liability.

We depend on data centers operated by third parties for both Veeva CRM and Veeva Vault, and any disruption in the operation of these facilities could adversely affect our business and subject us to liability.

Veeva CRM is primarily hosted by salesforce.com from data centers located in California, Virginia and Japan. Veeva Vault, and certain portions of Veeva CRM, are hosted by third parties other than salesforce.com from data centers located in California, Virginia and Japan. We do not control the operation of the data centers hosted by salesforce.com for Veeva CRM. While we control and have access to our servers and all of the components of our network that are located in our external data centers for Veeva Vault and certain portions of Veeva CRM, we do not control the operation of these facilities. The owners of our non-salesforce.com data centers have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on commercially reasonable terms, or if one of our data center operators is acquired, we may be required to transfer our servers and other infrastructure to new data center facilities, and we may incur significant costs and possible service interruption in connection with doing so.

Problems faced by our third-party data center locations, including those operated by salesforce.com, could adversely affect the experience of our customers. The operators of the data centers could decide to close their facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by the operators of the data centers or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our data centers are unable to keep up with our growing needs for capacity, this could have an adverse effect on our business. For

example, a rapid expansion of our business could affect the service levels at our data centers or cause such data centers and systems to fail. Any changes in third-party service levels at our data centers or any disruptions or other performance problems with our solutions could adversely affect our reputation and may damage our customers’ stored files or result in lengthy interruptions in our services. Interruptions in our services might reduce our revenues, cause us to issue refunds to customers for prepaid and unused subscriptions, subject us to potential liability or adversely affect our renewal rates.

If we fail to manage our technical operations infrastructure, our existing customers may experience service outages and our new customers may experience delays in the deployment of our solutions.

We have experienced significant growth in the number of users, transactions and data that our operations infrastructure supports. We seek to maintain sufficient excess capacity in our operations infrastructure to meet the needs of all of our customers. We also seek to maintain excess capacity to facilitate the rapid provision of new customer deployments and the expansion of existing customer deployments. In addition, we need to properly manage our technological operations infrastructure in order to support version control, changes in hardware and software parameters and the evolution of our solutions. However, the provision of new hosting infrastructure requires adequate lead-time. We have experienced, and may in the future experience, website disruptions, outages and other performance problems. These types of problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. If we do not accurately predict our infrastructure requirements, our existing customers may experience service outages that may subject us to financial penalties, financial liabilities and customer losses. If our operations infrastructure fails to keep pace with increased sales, customers may experience delays in the deployment of our solutions as we seek to obtain additional capacity, which could adversely affect our reputation and adversely affect our revenues.

Our solutions involve the storage and transmission of our customers’ proprietary information, including personal or identifying information regarding their employees and the medical professionals whom their sales personnel contact, and sensitive proprietary data related to the regulatory submission process for new medical treatments. As a result, unauthorized access or security breaches as a result of third-party action, employee error, malfeasance or otherwise could result in the loss of information, litigation, indemnity obligations, damage to our reputation and other liability. Because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could adversely affect our ability to attract new customers, cause existing customers to elect to not renew their subscriptions, result in reputational damage or subject us to third-party lawsuits, regulatory fines or other action or liability, which could adversely affect our operating results. Our insurance may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all of the types of costs, expenses and losses we could incur to respond to and remediate a security breach.

Privacy laws and regulations are burdensome, may reduce demand for our solutions, and failure to comply may impose significant liabilities.

Our customers can use our solutions to collect, use, process and store personal or identifying information regarding their employees and the medical professionals whom their sales personnel contact, and, potentially, personal health information. Federal, state and foreign government bodies and agencies have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, processing, storage and disclosure of personal information obtained from consumers and individuals. In the United States, for instance,

the U.S. Department of Health and Human Services promulgated patient privacy rules under the Health Insurance Portability and Accountability Act of 1996, that protect medical records and other personal health information by limiting their use and disclosure, giving individuals the right to access, amend and seek accounting of their own health information and limiting most use and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose. Foreign data privacy regulations, such as the EU’s Data Protection Directive (Directive 95/46/EC), and the country-specific regulations that implement Directive 95/46/EC, also govern the processing of personally identifiable data, and may be stricter than U.S. laws. Our solutions are expected to be capable of use by our customers in compliance with such laws and regulations. The functional and operational requirements and costs of compliance with such laws and regulations may adversely impact our business, and failure to enable our solutions to comply with such laws and regulations could lead to significant fines and penalties imposed by regulators, as well as claims by our customers or third parties. Additionally, all of these domestic and international legislative and regulatory initiatives could adversely affect our customers’ ability or desire to collect, use, process and store personal or health-related information using our solutions, which could reduce demand for our solutions.

Our solutions address heavily regulated functions within the life sciences industry, and failure to comply with applicable laws and regulations could lessen the demand for our solutions or subject us to significant claims and losses.

Our customers use our solutions for business activities that are subject to a complex regime of global laws and regulations, including 21 CFR Part 11 (the U.S. Food and Drug Administration’s requirements for maintenance of electronic records), EU Annex 11 (the EU requirements for maintenance of electronic records), 21 CFR Part 203 (requirements regarding drug sample tracking as required by the Prescription Drug Marketing Act) and other laws and regulations. Our solutions are expected to be capable of use by our customers in compliance with such laws and regulations. Our efforts to provide solutions that comply with such laws and regulations are time-consuming and costly, and include third-party validation procedures that may delay the release of new versions of our solutions. As these laws and regulations change over time, we may find it difficult to adjust our solutions to comply with such changes. If we are not able to provide solutions that can be used in compliance with applicable laws and regulations, customers may be unwilling to use our solutions and any such non-compliance could result in the termination of our customer agreements or claims arising from such agreements with our customers.

Additionally, any failure of our customers to comply with laws and regulations applicable to the functions for which our solutions are used could result in fines, penalties or claims for substantial damages against our customers that may harm our business or reputation. If such failure were allegedly caused by our solutions or services, our customers may make a claim for damages against us, regardless of our responsibility for the failure. We may be subject to lawsuits that, even if unsuccessful, could divert our resources and our management’s attention and adversely affect our business, and our insurance coverage may not be sufficient to cover such claims against us.

Because we recognize subscription services revenues over the term of the agreements for our subscriptions, a significant downturn in our business may not be reflected immediately in our operating results, which increases the difficulty of evaluating our future financial performance.

We generally recognize revenues ratably over the terms of orders under our subscription agreements, which are typically one year. As a result, a substantial majority of our quarterly subscription services revenues are generated from subscription agreements entered into during prior periods. Consequently, a decline in new subscriptions in any quarter may not affect our results of operations in that quarter, but could reduce our revenues in future quarters. Additionally, the timing of renewals or non-renewals of a subscription agreement during any quarter may only affect our financial performance in future quarters. For example, the non-renewal of a subscription agreement late in a quarter will have minimal impact on revenues for that quarter but will reduce our revenues in future quarters. Accordingly, the effect of significant declines in sales and customer acceptance of our solutions may not be reflected in our short-term results of operations, which would make these reported results less indicative of our future financial results. By contrast, a non-renewal occurring early in a quarter may

have a significant negative impact on revenues for that quarter and we may not be able to offset a decline in revenues due to non-renewal with revenues from new subscription agreements entered into in the same quarter. In addition, we may be unable to adjust our costs in response to reduced revenues.

Consolidation among our customers could cause us to lose customers, decrease the available market for our solutions and adversely affect our business.

Consolidation in the life sciences industry has accelerated in recent years, and this trend could continue. We may lose customers due to industry consolidation, and we may not be able to expand sales of our solutions and services to new customers to replace lost customers. In addition, new companies or organizations that result from such consolidation may decide that our solutions are no longer needed because of their own internal processes or the use of alternative solutions. As these entities consolidate, competition to provide solutions and services to industry participants will become more intense and the importance of establishing relationships with large industry participants will become greater. These industry participants may try to use their market power to negotiate price reductions for our solutions. Also, if consolidation of larger current customers occurs, the combined company may represent a larger percentage of business for us and, as a result, we are likely to rely more significantly on the combined company’s revenues to continue to achieve growth. Industry consolidation or consolidation among current customers or potential customers could adversely affect our business.

Sales to customers outside the United States or with international operations expose us to risks inherent in international sales.

In our fiscal year ended January 31, 2013, sales to customers outside North America accounted for approximately 35% of our total revenues. A key element of our growth strategy is to further expand our international operations and worldwide customer base. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the United States. We have limited operating experience in some international markets, and we cannot assure you that our expansion efforts into other international markets will be successful. Our experience in the United States and other international markets in which we already have a presence may not be relevant to our ability to expand in other emerging markets. Our international expansion efforts may not be successful in creating further demand for our solutions outside of the United States or in effectively selling our solutions in the international markets we enter. In addition, we face risks in doing business internationally that could adversely affect our business, including:

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the need to localize and adapt our solutions for specific countries, including translation into foreign languages and associated expenses and ensuring that our solutions enable our customers to comply with local life sciences industry laws and regulations;

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data privacy laws which require that customer data be stored and processed in a designated territory;

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difficulties in staffing and managing foreign operations, including employee laws and regulations;

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different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;

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new and different sources of competition;

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weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;

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laws and business practices favoring local competitors;

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compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection, and anti-bribery laws and regulations;

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increased financial accounting and reporting burdens and complexities;

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restrictions on the transfer of funds;

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adverse tax consequences, including the potential for required withholding taxes; and

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unstable regional and economic political conditions.

Our international agreements often provide for payment denominated in local currencies, and the majority of our local costs are denominated in local currencies. An increasing portion of our international agreements provided for payment denominated in local currencies for our fiscal year ended January 31, 2013 as compared to our fiscal year ended January 31, 2012, and we anticipate that, over time, an increasing portion of our international agreements may provide for payment denominated in local currencies. Therefore, fluctuations in the value of the U.S. dollar and foreign currencies may impact our operating results when translated into U.S. dollars. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.

If we lose the services of our founder and Chief Executive Officer or other members of our senior management team, we may not be able to execute our business strategy.

Our success depends in a large part upon the continued service of our senior management team. In particular, our founder and Chief Executive Officer, Peter P. Gassner, is critical to our vision, strategic direction, culture, products and technology. We do not maintain key-man insurance for Mr. Gassner or any other member of our senior management team. We do not have employment agreements with members of our senior management team or other key personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. The loss of our founder and Chief Executive Officer or one or more other members of our senior management team could have an adverse effect on our business.

An inability to attract and retain highly skilled employees could adversely affect our business.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for engineers with high levels of experience in designing and developing software and internet-related services and senior sales executives. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached their legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees in the San Francisco Bay Area often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock awards declines, it may adversely affect our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be adversely affected.

Our business could be adversely affected if our customers are not satisfied with the professional services provided by us or our partners.

Our business depends on our ability to satisfy our customers, both with respect to our solutions and the professional services that are performed in connection with the implementation of our solutions. Professional services may be performed by us, by a third party, or by a combination of the two. If a customer is not satisfied with the quality of work performed by us or a third party or with the solutions delivered or professional services rendered, then we could incur additional costs to address the situation, we may be required to issue credits or refunds for pre-paid amounts related to unused services, the profitability of that work might be impaired and the customer’s dissatisfaction with our services could damage our ability to expand the number of solutions subscribed to by that customer. Moreover, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.

We typically provide service level commitments under our customer agreements. If we fail to meet these contractual commitments, we could be obligated to provide credits or refunds for pre-paid amounts related to unused subscription services or our customers may terminate their contracts, which could adversely affect our revenues.

Our customer agreements typically provide service level commitments on a quarterly basis. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our solutions, we may be contractually obligated to provide these customers with service credits or our customers may terminate their agreements. Our revenues could be significantly affected if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with our customers. Any extended service outages could adversely affect our reputation, revenues and operating results.

Any failure to offer high-quality technical support services could adversely affect our relationships with our customers and our operating results.

Once our solutions are deployed, our customers depend on our support organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support services. Increased customer demand for our services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on the reputation of our solutions and business and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective customers and our business and operating results.

If we fail to develop widespread brand awareness cost-effectively, our business may suffer.

We believe that developing and maintaining widespread awareness of our brand in a cost-effective manner is critical to achieving widespread acceptance of our solutions and attracting new customers. Brand promotion activities may not generate customer awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our solutions.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.

We have in the past acquired and may in the future seek to acquire or invest in businesses, solutions or technologies that we believe could complement or expand our solutions, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.

In addition, we have limited experience in acquiring other businesses. If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

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inability to integrate or benefit from acquired technologies or services in a profitable manner;

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unanticipated costs or liabilities associated with the acquisition;

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incurrence of acquisition-related costs;

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difficulty integrating the accounting systems, operations and personnel of the acquired business;

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difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

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difficulty converting the customers of the acquired business onto our solutions and contract terms, including disparities in the revenues, licensing, support or professional services model of the acquired company;

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diversion of management’s attention from other business concerns;

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adverse effects to our existing business relationships with business partners and customers as a result of the acquisition;

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the potential loss of key employees;

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use of resources that are needed in other parts of our business; and

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use of substantial portions of our available cash to consummate the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial position may suffer.

Adverse economic conditions, particularly with respect to the life sciences industry, could adversely impact our business.

Our business depends on the overall demand for enterprise software, cloud computing technologies and on the economic health of our existing and prospective customers. In addition, the purchase of our solutions is often discretionary and may involve a significant commitment of capital and other resources. The financial weakness in recent years resulted in a significant deterioration of the economy in the United States and Europe and of the global economy, more limited availability of credit, a reduction in business confidence and activity and other difficulties that may affect the life sciences industry. In addition, the economies of countries in Europe have been experiencing weakness associated with high sovereign debt levels, weakness in the banking sector and uncertainty over the future of the Eurozone. We have existing and prospective customers in Europe. If economic conditions in Europe and other key markets for our solutions continue to remain uncertain or deteriorate further, particularly with respect to the life sciences industry, many of our customers may delay or reduce their IT spending. This could result in reductions in sales of our solutions, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies and increased price competition. In addition, there has been pressure to reduce government spending in the United States. Automatic tax increases and spending cuts at the federal level went into effect at the beginning of 2013. This might reduce demand for our solutions from companies that receive funding from the U.S. government and could adversely affect the U.S. economy or the life sciences industry, which could further reduce demand for our solutions. Any of these events could have an adverse effect on our business, operating results and financial position. In addition, there can be no assurance that enterprise software spending levels will increase following any recovery.

Catastrophic events could disrupt our business and adversely effect our operating results.

Our corporate headquarters are located in Pleasanton, California and our third-party hosted data centers are located in California, Virginia and Japan. The west coast of the United States and Japan each contains active earthquake zones. Additionally, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems and our website for our development, marketing, operational support, hosted services and sales activities. In the event of a major earthquake, hurricane or catastrophic event such as fire,

power loss, telecommunications failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our solution development, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could have an adverse effect on our future operating results.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property. We currently have no issued patents. Instead, we currently rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate.

In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could adversely affect our brand and our business.

We may be sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in our industry. Our competitors, as well as a number of other entities and individuals, may own or claim to own intellectual property relating to our solutions. From time to time, third parties may claim that we are infringing upon their intellectual property rights, and we may be found to be infringing upon such rights. For example, on August 6, 2013, Prolifiq Software, Inc. (Prolifiq) filed a patent infringement lawsuit against us in the U.S. District Court for the Northern District of California, and on September 10, 2013, Prolifiq amended its complaint. The amended complaint alleges that our manufacture, use, offer for sale and sale of Veeva CRM Approved Email infringes U.S. Patent Nos. 7,634,556, 7,007,317, 8,296,378, 7,966,374 and 8,171,077 held by Prolifiq. The amended complaint seeks unspecified monetary damages, costs and injunctive relief against us. We intend to vigorously defend this lawsuit. In the future, others may claim that our solutions and underlying technology infringe or violate their intellectual property rights. However, we may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

Our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

Our solutions include software covered by open source licenses. The terms of various open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our solutions. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer

all or a portion of our solutions, or otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could adversely affect our business.

The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts in this prospectus relating to the expected growth in the global life sciences industry, cloud computing markets and technology market may prove to be inaccurate. Even if these markets experience the forecasted growth described in this prospectus, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

Our estimate of the market size for our solutions included in this prospectus may prove to be inaccurate, and even if the market size is accurate, we cannot assure you our business will serve a significant portion of the market.

Our estimate of the market size for our solutions included in this prospectus is subject to significant uncertainty and is based on assumptions and estimates, including our internal analysis and industry experience, which may not prove to be accurate. Our ability to serve a significant portion of this estimated market is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, even if our estimate of the market size is accurate, we cannot assure you that our business will serve a significant portion of this estimated market for our solutions.

We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an emerging growth company. Under the Jumpstart Our Businesses Act of 2012 (JOBS Act), emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

For as long as we continue to be an emerging growth company, we also intend to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our Class A common stock less attractive because we will rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates exceeds $700 million, (ii) the end of the fiscal year in which we have total annual gross revenues of $1 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period or (iv) five years from the date of this prospectus.

If we are unable to implement and maintain effective internal controls over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be adversely affected.

As a public company, we will be required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) requires that we evaluate and determine the effectiveness of our internal controls over financial reporting and, beginning with our second annual report following this offering, which will be for our fiscal year ending January 31, 2015, provide a management report on internal controls over financial reporting. The Sarbanes-Oxley Act also requires that our management report on internal controls over financial reporting be attested to by our independent registered public accounting firm, to the extent we are no longer an “emerging growth company,” as defined by the JOBS Act. We do not expect to have our independent registered public accounting firm attest to our management report on internal controls over financial reporting for so long as we are an emerging growth company.

If we have a material weakness in our internal controls over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We are in the process of designing and implementing the internal controls over financial reporting required to comply with this obligation, which process will be time consuming, costly and complicated. If we identify material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be adversely affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission (SEC), or other regulatory authorities, which could require additional financial and management resources.

We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC and the New York Stock Exchange, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly. Our management and other personnel have little experience managing a public company and preparing public filings. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an emerging growth company, as defined by the JOBS Act. We will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. Additional compensation costs and any future equity awards will increase our compensation expenses, which would increase our general and administrative expense and could adversely affect our profitability. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance on reasonable terms. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

Our international operations subject us to potentially adverse tax consequences.

We report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. These jurisdictions include China, England, France, Hungary, Japan and Spain. The international nature and organization of our business activities are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. We believe that our financial statements reflect adequate reserves to cover such a contingency, but there can be no assurances in that regard.

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.

We do not collect sales and use, value added and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable or that we are not required to collect such taxes with respect to the jurisdiction. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties and interest or future requirements may adversely affect our results of operations.

Unanticipated changes in our effective tax rate could harm our future results.

We are subject to income taxes in the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of expenses in differing jurisdictions. Forecasting our estimated annual effective tax rate is complex and subject to uncertainty, and there may be material differences between our forecasted and actual tax rates. Our effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses as a result of acquisitions, the valuation of deferred tax assets and liabilities and changes in federal, state or international tax laws and accounting principles. In addition, because substantially all of our intellectual property resides in the United States and is licensed through our parent U.S. entity, our effective tax rate may be higher than other companies that maintain and license intellectual property from outside the United States. Increases in our effective tax rate would reduce our profitability or in some cases increase our losses.

In addition, we may be subject to income tax audits by many tax jurisdictions throughout the world. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution of one or more uncertain tax positions in any period could have a material impact on the results of operations for that period.

Risks Related to This Offering and Ownership of Our Class A Common Stock

The market price of our Class A common stock is likely to be volatile which could subject us to litigation, and you may not be able to resell your shares at or above our initial public offering price.

Prior to this offering, there has not been a public market for our Class A common stock. We cannot assure you that an active trading market for our Class A common stock will develop following this offering. You may not be able to sell your shares quickly or at the market price if trading in our Class A common stock is not active. The initial public offering price for the shares was determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market following this offering. In addition, the trading prices of the securities of technology companies in general have been highly volatile. Accordingly, the market price of our Class A common stock is likely to be subject to wide fluctuations

in response to numerous factors, many of which are beyond our control, such as those in this “Risk Factors” section and others including:

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variations in our operating results, including revenues, earnings per share, cash flows from operating activities and other financial metrics and non-financial metrics, and how those results compare to analyst expectations;

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forward-looking statements related to our projections of future operating results, changes in our projections of our future operating results or our failure to meet these projections;

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the net increases in the number of customers, either independently or as compared with published expectations of industry, financial or other analysts that cover us;

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changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our Class A common stock;

•

announcements of technological innovations, new solutions or enhancements to services, strategic alliances or significant agreements by us or by our competitors;

•

announcements by us or by our competitors of mergers or other strategic acquisitions or rumors of such transactions involving us or our competitors;

•

announcements of customer additions and customer cancellations or delays in customer purchases;

•

recruitment or departure of key personnel;

•

disruptions in our solutions due to computer hardware, software or network problems, security breaches or other man-made or natural disasters;

•

the economy as a whole, market conditions in our industry and the industries of our customers;

•

trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding Class A common stock;

•

overall performance of the equity markets;

•

the operating performance of other similar companies;

•

changes in legislation relating to our existing or future solutions;

•

litigation or other claims against us;

•

the size of our market float; and

•

any other factors discussed herein.

In addition, if the market for technology stocks or the stock market in general experiences uneven investor confidence, the market price of our Class A common stock could decline for reasons unrelated to our business, operating results or financial condition. The market price of our Class A common stock might also decline in reaction to events that affect other companies within, or outside, our industry even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and a diversion of our management’s attention and resources.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may

vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

The dual class structure of our common stock will have the effect of concentrating voting control with our executive officers (including our Chief Executive Officer) and directors and their affiliates; this will limit or preclude your ability to influence corporate matters.

Our Class B common stock has ten votes per share, and our Class A common stock, which is the stock we are offering in this offering, has one vote per share. Stockholders who hold shares of Class B common stock, including our executive officers and directors and their affiliates, will together hold approximately 98.8% of the voting power of our outstanding capital stock following this offering. Because of the ten-to-one voting ratio between our Class B common stock and Class A common stock, the holders of our Class B common stock collectively will continue to control a substantial majority of the combined voting power of our common stock following this offering and therefore, assuming no material sales of such shares, will be able to control all matters submitted to our stockholders for approval until ten years from the date of this prospectus, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders. See “Principal and Selling Stockholders” and “Description of Capital Stock.”

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. If, for example, our executive officers (including our Chief Executive Officer), employees, directors and their affiliates retain a significant portion of their holdings of Class B common stock for an extended period of time, they could, in the future, continue to control a majority of the combined voting power of our Class A common stock and Class B common stock. For a description of the dual class structure, see “Description of Capital Stock.”

We do not intend to pay dividends on our capital stock so any returns will be limited to changes in the value of our Class A common stock.

We have never declared or paid any cash dividends on our capital stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our ability to pay cash dividends on our capital stock may be prohibited or limited by the terms of any future debt financing arrangement. Any return to stockholders will therefore be limited to the increase, if any, of the price of our Class A common stock.

If you purchase our Class A common stock in this offering, you will incur immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma net tangible book value per share of our Class A common stock of $0.31 per share as of July 31, 2013. Investors purchasing Class A common stock in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. As a result, investors purchasing Class A common stock in this offering will incur immediate dilution of $11.78 per share, based on the initial public offering price of $13.00 per share, the midpoint of the price range on the cover page of this prospectus.

This dilution is due to the substantially lower price paid by our investors who purchased shares prior to this offering as compared to the price offered to the public in this offering, and any previous exercise of stock options granted to our service providers. In addition, as of July 31, 2013, options to purchase 25,405,543 shares of our Class B

common stock with a weighted average exercise price of approximately $2.78 per share were outstanding. The exercise of any of these options would result in additional dilution. As a result of the dilution to investors purchasing shares in this offering, investors may receive less than the purchase price paid in this offering, if anything, in the event of our liquidation.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the stock price of our Class A common stock to decline.

We may issue additional securities following the completion of this offering. In the future, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. We also expect to issue common stock to employees and directors pursuant to our equity incentive plans. If we sell common stock, convertible securities or other equity securities in subsequent transactions, or common stock is issued pursuant to equity incentive plans, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock, including shares of Class A common stock sold in this offering.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders following this offering could cause the price of our Class A common stock to decline.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Class A common stock.

All of our executive officers and directors and the holders of substantially all of our capital stock are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders’ ability to transfer shares of our common stock for at least 180 days from the date of this prospectus. The lock-up agreements limit the number of shares of common stock that may be sold immediately following this offering. Subject to certain limitations, approximately 109,207,440 shares will become eligible for sale upon expiration of the 180-day lock-up period. In addition, shares issued or issuable upon exercise of options vested as of the expiration of the 180-day lock-up period will be eligible for sale at that time. Sales of stock by these stockholders could adversely affect the trading price of our Class A common stock.

Certain holders of shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act of 1933, as amended (Securities Act), subject to the 180-day lock-up arrangement described above. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act, except for shares held by our affiliates as defined in Rule 144 under the Securities Act. Any sales of securities by these stockholders could adversely affect the trading price of our Class A common stock.

In making your investment decision, you should not rely on information in public media that is published by third parties. You should rely only on statements made in this prospectus in determining whether to purchase our shares.

You should carefully evaluate all of the information in this prospectus. We have in the past received, and may continue to receive, a high degree of media coverage, including coverage that is not directly attributable to statements made by our officers and employees. We cannot confirm the accuracy of such coverage. You should rely only on the information contained in this prospectus in determining whether to purchase our shares of Class A common stock.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If few securities analysts commence coverage of us,

or if industry analysts cease coverage of us, the trading price for our Class A common stock would be adversely affected. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our Class A common stock price and trading volume to decline.

Provisions in our restated certificate of incorporation and amended and restated bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our Class A common stock.

Our restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the market price of our Class A common stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions among other things:

•

establish a classified board of directors so that not all members of our board are elected at one time;

•

provide for a dual class common stock structure, which gives our Chief Executive Officer, directors, executive officers, greater than 5% stockholders and their respective affiliates the ability to control the outcome of all matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A and Class B common stock;

•

permit the board of directors to establish the number of directors;

•

provide that directors may only be removed “for cause” and only with the approval of 66²/₃% of our stockholders;

•

require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws;

•

authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

•

eliminate the ability of our stockholders to call special meetings of stockholders;

•

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

•

provide that the board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws; and

•

establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on merger, business combinations and other transactions between us and holders of 15% or more of our common stock.

For information regarding these and other provisions, see “Description of Capital Stock.”

LETTER FROM OUR CHIEF EXECUTIVE OFFICER

Introduction

The time has come for Veeva to be a public company. With that will come increased visibility as more people become involved with Veeva. As we enter this next phase, I’d like to take a moment to share what we’re all about. I hope this will help customers, potential customers, employees, partners and investors understand more about what makes Veeva unique.

Industry Cloud For Life Sciences

Veeva delivers industry-specific cloud-based solutions—including data, software, and services—to the global life sciences industry. We don’t develop horizontal applications like payroll, accounting, or inventory control that are largely the same across industries.

Our vision is to help our customers with their most important industry-specific processes. These strategic offerings address the life sciences industry’s most pressing needs: speeding time-to-market for new products, maximizing revenue and profitability, and remaining in compliance with regulatory requirements. Our vision has always been that our industry-specific applications should come with industry-specific data and that the use of our applications may generate unique data that could help customers make better business decisions.

Our vision is to be relevant to the CEOs of the companies we serve by automating their industry-specific processes in the cloud. Some call this approach “industry cloud.” We feel that the industry cloud concept is in its early days. It is an exciting time.

Customer Success

Customer success is our number one value. Veeva is nothing without its customers.

The value of customer success helps us make decisions at all levels of the company. We take it personally, and we try to do right by our customers. We are not perfect. We sometimes make mistakes, but we work hard to remedy them quickly. We live the value of customer success.

We feel that if customers are successful they will recommend our products to others in the industry. Customer success is the goal every day. In our view, revenue and profit are after-the-fact financial measurements of customer success.

Employee Success

Employee success is our number two value. Veeva is nothing without its employees.

I hope if someone works at Veeva for many years, they will look back and think “Veeva has been a great place to work.” I hope employees work with people they enjoy, are energized by happy customers, learn a lot, work hard, contribute highly, and advance their careers. By contributing highly, employees should feel good about themselves and be well compensated.

To promote employee success, we try to hire people with the right values and skills and put them in roles where they can contribute and grow. We try to promote from within when possible. We try to have only a limited number of corporate rules, so that decisions can be made in smaller groups by people who understand their areas deeply. We will sacrifice some efficiency to give our employees autonomy and ownership.

This focus on employee success has contributed to our growth and high employee retention rate.

Long-Term Thinking

Nothing of significance was built in the short-term. We are focused on building a lasting company. A company that delivers significant value to its customers, employees, partners and investors. A company in which we can all take pride. We admire organizations like Amazon, Google, IBM and GE that are guided by the long-term. If we have to trade off short-term financial gains for long-term customer success and employee success, we will do that.

Looking Forward

I am often asked whether Veeva will make products for other industries. We currently have no plans to enter other industries. We think in many ways we are just getting started with our industry cloud for life sciences.

However, at some point it is possible that Veeva would build other industry cloud solutions. We know what type of people it takes and how to get it started. But for now, we are focused on increasing the value of our industry cloud for life sciences.

Thank you to our customers, employees, partners and investors for our success so far. I look forward to our future together.

Sincerely,

LOGO

Peter Gassner

Chief Executive Officer

Veeva Systems Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. The forward-looking statements are contained principally in “Prospectus Summary,” “Risk Factors,” “Letter from Our Chief Executive Officer,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, market sizing, competitive position, industry environment and potential growth opportunities. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in “Risk Factors” and elsewhere in this prospectus. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Any forward-looking statement made by us in this prospectus speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

INDUSTRY AND MARKET DATA

We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research, as well as from industry and general publications, in addition to research, surveys and studies conducted by third parties. Internal estimates are derived from publicly-available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In addition, while we believe the industry, market and competitive position data included in this prospectus is reliable and is based on reasonable assumptions, such data involves risks and uncertainties and are subject to change based on various factors, including those discussed in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The Gartner Report described herein, (the Gartner Report) represents data, research opinions or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (Gartner). The Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Report are subject to change without notice. Please refer to Section 2.6 of the Gartner Copyright and Quote Policy on gartner.com for additional detail.

Certain information in the text of the prospectus is contained in independent industry publications. The source of each of these independent industry publications is provided below:

•

Gartner, Total Worldwide Software Market Share by Market, 2010–2012, March 2013.

•

IDC, Worldwide and Regional Public IT Cloud Services 2012–2016 Forecast, #236552, Volume 1, August 2012.

•

IDC, Worldwide Life Science IT Spending Guide, 2011–2016, #HI237350, Version 1, October 2012.

•

MarketLine, Global Health Care Equipment & Supplies, July 2012.

•

MarketLine, Global Pharmaceuticals, Biotechnology & Life Sciences, September 2012.

•

Public Citizen, Pharmaceutical Industry Criminal and Civil Penalties: An Update, September 27, 2012.

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the Class A common stock that we are offering will be approximately $114.7 million, or approximately $138.3 million if the underwriters exercise in full their right to purchase additional shares to cover over-allotments, assuming an initial public offering price of $13.00 per share, the midpoint of the price range on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share would increase (decrease) the net proceeds to us from this offering by $9.0 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions. We will not receive any proceeds from the sale of Class A common stock by the selling stockholders.

The principal purposes of this offering are to increase our financial flexibility, facilitate an orderly distribution of shares for the selling stockholders, increase our visibility in the marketplace and create a public market for our Class A common stock. We intend to use the net proceeds to us from this offering for working capital and other general corporate purposes. However, we do not currently have specific planned uses of the proceeds. The amount of proceeds we use for the purposes above, if any, will depend on the level of cash generated from our operations. Additionally, we may choose to expand our current business through acquisitions of or investments in other complementary businesses, technologies or other assets, using cash or our capital stock. However, we currently have no agreements or commitments with respect to any specific material acquisitions or investments at this time.

Pending other uses, we intend to invest the proceeds in interest-bearing, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government, or hold as cash. We cannot predict whether the proceeds invested will yield a favorable return. Our management will have broad discretion in the application of the net proceeds we receive from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds.

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash, cash equivalents and short-term investments and capitalization as of July 31, 2013:

•

on an actual basis;

•

on a pro forma basis to give effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into Class B common stock and (ii) the amendment and restatement of our certificate of incorporation in connection with this offering; and

•

on a pro forma as adjusted basis to give effect to (i) the issuance and sale by us of 9,720,000 shares of Class A common stock in this offering, and the receipt of the net proceeds from our sale of these shares at an assumed initial public offering price of the Class A common stock of $13.00 per share, the midpoint of the price range on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the automatic conversion of 3,325,000 shares of our Class B common stock held by the selling stockholders into an equivalent number of shares of our Class A common stock upon their sale by the selling stockholders in this offering.

The unaudited pro forma and pro forma as adjusted information below is illustrative only, and cash, cash equivalents and short-term investments, total stockholders’ equity and total capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock” and our consolidated financial statements and related notes included elsewhere in this prospectus.


	As of July 31, 2013
	Actual		Pro Forma		Pro Forma As Adjusted⁽¹⁾
	(in thousands, except share and per share data)

Cash, cash equivalents and short-term investments	$	52,875	$	52,875	$	167,540

Stockholders’ equity:
Convertible preferred stock, $0.00001 par value; 86,562,500 shares authorized, 85,000,000 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted	$	6,933	$	—	$	—
Preferred stock, $0.00001 par value; no shares authorized, issued and outstanding, actual; 10,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		—		—		—
Common stock, $0.00001 par value; 140,000,000 shares authorized, 27,532,440 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		—		—		—
Class A common stock, $0.00001 par value; no shares authorized, issued and outstanding, actual; 800,000,000 shares authorized, no shares issued and outstanding, pro forma; 800,000,000 shares authorized, 13,045,000 shares issued and outstanding, pro forma as adjusted		—		—		—
Class B common stock, $0.00001 par value; no shares authorized, issued and outstanding, actual; 190,000,000 shares authorized, 112,532,440 shares issued and outstanding, pro forma; 190,000,000 shares authorized, 109,207,440 shares issued and outstanding, pro forma as adjusted		—		1		1
Additional paid-in capital		4,694		11,626		126,291
Accumulated other comprehensive income		3		3		3
Retained earnings		35,770		35,770		35,770

Total capitalization	$	47,400	$	47,400	$	162,065

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share would increase (decrease) each of cash, cash equivalents and short-term investments, additional paid-in capital and total capitalization by $9.0 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. If the underwriters’ option to purchase additional shares to cover over-allotments is exercised in full, the pro forma as adjusted amount of cash, cash equivalents and short-term investments, additional paid-in capital and total capitalization would increase by approximately $23.7 million, after deducting estimated underwriting discounts and commissions, and we would have 15,001,750 shares of our Class A common stock issued and outstanding, pro forma as adjusted.

The table above excludes the following shares:

•

DILUTION

If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering.

Our pro forma net tangible book value as of July 31, 2013 was $34.3 million, or $0.31 per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of July 31, 2013, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into Class B common stock in connection with this offering.

After giving effect to our sale in this offering of 9,720,000 shares of Class A common stock at an assumed initial public offering price of the Class A common stock of $13.00 per share, the midpoint of the price range on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of July 31, 2013 would have been approximately $149.0 million, or $1.22 per share of common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.91 per share to our existing stockholders and an immediate dilution of $11.78 per share to investors purchasing shares in this offering.

The following table illustrates this per share dilution.


Assumed initial offering price per share			$	13.00
Pro forma net tangible book value per share as of July 31, 2013	$	0.31
Increase in pro forma net tangible book value per share attributable to investors purchasing shares in this offering		0.91

Pro forma as adjusted net tangible book value per share after this offering				1.22

Dilution in pro forma net tangible book value per share to investors in this offering			$	11.78

A $1.00 increase (decrease) in the assumed offering price of $13.00 per share would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $0.07, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions payable by us.

If the underwriters exercise their over-allotment option in full, the pro forma net tangible book value per share after giving effect to this offering would be approximately $1.39 per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be approximately $11.61 per share.

The following table summarizes, as of July 31, 2013, the differences between the number of outstanding shares of our common stock purchased from us, after giving effect to the conversion of our convertible preferred stock into Class B common stock, the total cash consideration paid and the average price per share paid by our existing stockholders and by our new investors purchasing shares in this offering at the assumed offering price of the Class A common stock of $13.00 per share, the midpoint of the price range on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:


	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent			Average Price Per Share
Existing stockholders		112,532,440		92.0	%	$	8,987,083		6.6	%	$	0.08
New investors		9,720,000		8.0			126,360,000		93.4			13.00

Total		122,252,440		100	%	$	135,347,083		100	%

Sales by the selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to 109,207,440 shares, or 89.3% of the total number of shares of our common stock outstanding following the completion of this offering, and will increase the number of shares held by new investors to 13,045,000 shares, or 10.7% of the total number of shares outstanding following the completion of this offering.

A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share would increase (decrease) total consideration paid by new investors by $9.0 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us.

After giving effect to the sale of shares in this offering by us and the selling stockholders, if the underwriters exercise their over-allotment option in full, our existing stockholders would own 87.9% and our new investors would own 12.1% of the total number of shares of our common stock outstanding after this offering.

The table above and discussions are based on no shares of our Class A common stock and 112,532,440 shares of our Class B common stock outstanding as of July 31, 2013, and excludes:

•

8,857,749 shares of Class B common stock issuable upon the exercise of options outstanding as of July 31, 2013 under our 2007 Stock Plan, with a weighted-average exercise price of approximately $0.56 per share;

•

To the extent that any outstanding options or warrants are exercised, new investors will experience further dilution.

SELECTED CONSOLIDATED FINANCIAL DATA

The following tables set forth selected consolidated financial data. We derived the selected consolidated statements of operations data for our fiscal years ended January 31, 2011, 2012 and 2013, and the selected consolidated balance sheet data as of January 31, 2012 and 2013, from our audited consolidated financial statements and related notes included elsewhere in this prospectus. We derived the selected consolidated statements of operations data for our fiscal year ended January 31, 2010, and the selected consolidated balance sheet data as of January 31, 2010 and 2011, from our audited consolidated financial statements and related notes which are not included in this prospectus. We derived the consolidated statements of operations data for the six months ended July 31, 2012 and 2013, and the consolidated balance sheet data as of July 31, 2013, from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and the results of operations for these periods. Our historical results are not necessarily indicative of the results to be expected for any future period.

The following selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2010		2011		2012		2013			2012			2013
	(in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenues:
Subscription services	$	6,838	$	19,573	$	32,613	$	73,280		$	29,202		$	62,000
Professional services and other		6,391		9,556		28,649		56,268			24,762			30,369

Total revenues		13,229		29,129		61,262		129,548			53,964			92,369

Cost of revenues⁽¹⁾:
Cost of subscription services		1,891		5,236		8,768		18,852			7,749			14,898
Cost of professional services and other		4,139		7,081		20,288		38,164			16,650			21,954

Total cost of revenues		6,030		12,317		29,056		57,016			24,399			36,852

Gross profit		7,199		16,812		32,206		72,532			29,565			55,517

Operating expenses⁽¹⁾:
Research and development		1,771		3,637		7,750		14,638			6,341			11,884
Sales and marketing		3,844		5,571		12,279		19,490			7,988			17,272
General and administrative		702		2,513		5,539		8,371			3,349			8,350

Total operating expenses		6,317		11,721		25,568		42,499			17,678			37,506

Operating income		882		5,091		6,638		30,033			11,887			18,011
Other income (expense), net		94		173		15		(940	)		(411	)		(564	)

Income before income taxes		976		5,264		6,653		29,093			11,476			17,447
Provision for income taxes		60		1,355		2,423		10,310			4,126			6,604

Net income	$	916	$	3,909	$	4,230	$	18,783		$	7,350		$	10,843

Net income attributable to common stockholders	$	41	$	428	$	599	$	3,480			1,269		$	2,222

Net income per share attributable to common stockholders⁽²⁾:
Basic	$	0.00	$	0.03	$	0.03	$	0.17		$	0.07		$	0.09

Diluted	$	0.00	$	0.02	$	0.02	$	0.11		$	0.04		$	0.06


	Fiscal Year Ended January 31,								Six Months Ended July 31,
	2010		2011		2012		2013		2012		2013
	(in thousands, except per share data)
Weighted-average shares used to compute net income per share attributable to common stockholders⁽²⁾:
Basic		11,297		13,156		17,655		20,887		19,380		23,440

Diluted		17,255		20,154		24,776		30,599		28,556		35,833

Pro forma net income per share attributable to common stockholders⁽³⁾:
Basic							$	0.17			$	0.10

Diluted							$	0.16			$	0.09

Pro forma weighted-average shares used to compute pro forma net income per share attributable to common stockholders⁽³⁾:
Basic								105,887				108,440

Diluted								115,599				120,833

(1)

Includes stock-based compensation expense as follows:



	Fiscal Year Ended January 31,								Six Months Ended July 31,
	2010		2011		2012		2013		2012		2013
	(in thousands)
Cost of revenues:
Cost of subscription services	$	—	$	—	$	1	$	3	$	1	$	9
Cost of professional services and other		6		9		63		120		51		228
Research and development		13		30		106		238		90		466
Sales and marketing		8		43		99		140		63		482
General and administrative		11		87		165		214		104		765

(2)

(3)


	As of January 31,								As of July 31, 2013
	2010		2011		2012		2013		As of July 31, 2013
	(in thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	8,645	$	13,778	$	16,880	$	46,166	$	52,875
Working capital		4,762		9,104		13,456		32,601		35,056
Deferred revenue		5,011		10,414		17,925		38,785		48,260
Total assets		11,541		23,542		41,414		89,820		112,620
Convertible preferred stock		6,933		6,933		6,933		6,933		6,933
Additional paid-in capital		78		326		1,026		2,101		4,694
Total stockholders’ equity		5,016		9,173		14,103		33,966		47,400

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto appearing elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this prospectus, including those set forth under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

Veeva is a leading global provider of industry-specific, cloud-based software solutions for the life sciences industry. Our solutions enable pharmaceutical and other life sciences companies to realize the benefits of modern cloud-based architectures and mobile applications for their most critical business functions, without compromising industry-specific functionality or regulatory compliance. Our customer relationship management solutions enable our customers to increase the productivity and compliance of their sales and marketing functions. Our regulated content management and collaboration solutions enable our customers to more efficiently manage a range of highly regulated, content-centric processes across the enterprise. Our customer master solution, including our proprietary database of healthcare provider and healthcare organization data, enables our customers to more effectively create and maintain accurate customer data.

We were founded in 2007 and entered into our first commercial agreement that same year. Our initial commercially available solution was Veeva CRM, our customer relationship management solution for life sciences, which we initially sold to pharmaceutical and biotechnology companies in the United States. Since our founding, we have introduced new modules and applications that are complementary to Veeva CRM, including, most recently: Veeva iRep, our proprietary mobile application for the iPad, which we introduced in 2011; Veeva CLM, our closed-loop marketing solution that enables mobile presentation of multimedia content, which we introduced in 2011; and Veeva CRM Approved Email, our solution that allows life sciences sales representatives to send emails and pre-approved marketing content to physicians in compliance with regulatory requirements, which we introduced in 2013. In 2011, we introduced Veeva Vault, a new solution category addressing regulated content management and collaboration, by releasing an application to manage marketing promotional materials. In September 2012, we expanded our Veeva Vault solutions to include applications addressing the processes and content associated with new drug approval submissions, clinical trial documentation, manufacturing and quality documentation and medical communications content. In May 2013, we announced our newest offering, Veeva Network, a solution that combines healthcare professional, healthcare organization, and other supplemental data with cloud-based customer master software, and data stewardship services to provide life sciences companies with a customer master solution that is fully integrated with Veeva CRM. Veeva Network will be generally available in late 2013. It is currently under limited release to a limited set of early customers.

Historically, we have derived more than 95% of our subscription services revenues from our Veeva CRM solutions. To the extent that our more recently introduced solutions, such as Veeva Vault, Veeva CRM Approved Email and Veeva Network, do not achieve significant market acceptance, our business and results of operations may be adversely affected. In particular, our Veeva Vault solutions are offered to segments of the life sciences industry to which we have not previously marketed, including the research and development organizations of life sciences companies as well as emerging biotechnology companies, and we must be successful in marketing to these and other potential new segments. We intend to increase the adoption of our regulated content management and collaboration solutions by increasing the size of our sales force, enabling us to market our Veeva Vault solutions to an expanded set of customers in research and development departments of life sciences companies. However, the timing and effectiveness of any increased sales organization is difficult to predict.

The life sciences industry is global, and we have structured our company to address the global requirements of our customers. Since our founding, we have expanded our geographic reach to include Europe and China in 2010 and Japan in 2011. Regional general managers are responsible for customer success, including the sales and professional services functions, in our three principal regions: North America, Europe and Asia Pacific. In addition to sales and professional services personnel, we hire personnel with local life sciences industry expertise, including business practices and compliance requirements, for each major market we enter. As of July 31, 2013, we had 593 employees globally, including 403 in North America, 107 in Europe and 83 in Asia Pacific. For our fiscal year ended January 31, 2013, revenues from outside North America constituted approximately 35% of our total revenues, as measured by the location of the end users for subscription services and the location of the user for which the services were performed by our professional services organization. The majority of our revenues from international sales are invoiced from and collected by our U.S. entity and recognized as a component of income before taxes in the United States as opposed to a foreign jurisdiction. Our international expansion efforts may not continue to be successful in creating further demand for our solutions outside of the United States or in effectively selling our solutions in the international markets we enter.

Our solutions are accessed through an internet connection and a web browser, or using our proprietary applications for mobile devices, such as the iPad. We offer our solutions as a subscription-based service, typically for a one-year initial term, with subscription fees generally based upon the solutions selected and the number of users. Our customers generally pay annually or quarterly in advance for the use of our solutions, and our agreements typically automatically renew unless notice of cancellation is provided in advance. Revenues derived from subscription fees are recognized ratably over the term of the agreement, while revenues from professional services are generally recognized as the services are performed. We market our solutions and services primarily through our global direct sales force.

As of January 31, 2011, 2012 and 2013, we served 51, 95 and 134 life sciences customers, respectively. As of August 31, 2013, we served approximately 170 total life sciences customers, including 33 of the 50 largest global pharmaceutical companies. Within our customer base, deployments range from implementations within a single division or geography to global or enterprise-wide deployments. Our rapid growth to date has been a function of both new customers and sales of additional user subscriptions and of additional solutions to our current customers.

We have invested in our professional services organization in order to promote customer success and effective deployments. As new customers have adopted our solutions and existing customers have deployed our solutions in more divisions and geographies, we have experienced strong demand for our professional services. Revenues from professional services tend to be concentrated at the beginning of a customer deployment. Given this model and continued new customer adoption and existing customer expansion, professional services revenues have represented a material percent of our total revenues. For example, professional services and other revenues were 43% and 33% of total revenues in our fiscal year ended January 31, 2013 and the six months ended July 31, 2013, respectively. Over time, the proportion of subscription services revenues for a particular customer has tended to increase relative to professional services revenues.

We believe that our focus on a single industry provides a number of benefits to our operating model. First, our sales and marketing resources can be deployed more efficiently than at companies offering products and services to a broad range of industries, because our potential customer base is concentrated within the life sciences industry. Similarly, our research and development efforts can be more targeted and more relevant because we do not have to balance the product demands of one industry against another. Finally, we believe the benefits of customer success and resulting positive customer references are amplified for companies with an industry-specific focus. We believe these factors have contributed to our rapid growth and early profitability.

For our fiscal years ended January 31, 2011, 2012 and 2013 our total revenues were $29.1 million, $61.3 million and $129.5 million, respectively, representing year-over-year growth of 110% and 111% for our two most recent fiscal years. For the six months ended July 31, 2013, our total revenues were $92.4 million,

representing period-over-period growth of 71%. For our fiscal years ended January 31, 2011, 2012 and 2013, our subscription services revenues were $19.6 million, $32.6 million and $73.3 million, respectively, representing year-over-year growth in subscription services revenues of 67% and 125% for our two most recent fiscal years. For the six months ended July 31, 2013, our subscription services revenues were $62.0 million, representing period-over-period growth of 112%. We generated net income of $3.9 million, $4.2 million and $18.8 million for our fiscal years ended January 31, 2011, 2012 and 2013, respectively, and $7.4 million and $10.8 million for the six months ended July 31, 2012 and 2013, respectively. Our net income margins for our fiscal year ended January 31, 2013 reflect higher than anticipated revenues without corresponding increases in our operating expenses and are not necessarily indicative of future net income margins. To date, we have funded our business primarily with cash flows from operations, and we plan to continue to invest in the development of our solutions, infrastructure and sales and marketing to drive long-term growth and customer success.

Key Factors Affecting Our Performance

Investment in Growth. We have invested and intend to continue to invest aggressively in expanding the breadth and depth of our Industry Cloud for life sciences. We expect to invest in research and development to expand existing and build new solutions, sales and marketing to promote our solutions to new and existing customers and in existing and expanded geographies, professional services to ensure the success of our customers’ implementations of our solutions, and other operational and administrative functions to support our expected growth and our transition to a public company. We anticipate that our headcount will increase as a result of these investments. We expect our total operating expenses will increase over time, and, in some cases, have short-term negative impacts on our net income margin.

Adoption of Our Solutions by Existing and New Customers. Most of our customers initially deploy our solutions to a limited number of users within a division or geography and may only initially deploy a limited set of our available solutions. Our future growth is dependent upon our existing customers’ continued success with and renewals of subscriptions to our solutions, deployment of our solutions to additional users and the purchase of subscriptions to additional solutions. Our growth is also dependent on the adoption of our solutions by new customers. In particular, our Veeva Vault solutions are offered to segments of the life sciences industry to which we have not previously marketed, including the research and development organizations of life sciences companies as well as emerging biotechnology companies, and we must be successful in marketing to these and other potential new segments.

Subscription Services Revenue Retention Rate. A key factor to our success is the renewal and expansion of our existing subscription agreements with our customers. We calculate our annual subscription services revenue retention rate for a particular fiscal year by dividing (i) annualized subscription revenue as of the last day of that fiscal year from those customers that were also customers as of the last day of the prior fiscal year by (ii) the annualized subscription revenue from all customers as of the last day of the prior fiscal year. Annualized subscription revenue is calculated by multiplying the daily subscription revenue recognized on the last day of the fiscal year by 365. This calculation includes the impact on our revenues from customer non-renewals, deployments of additional users or decreases in users, deployments of additional solutions or discontinued use of solutions by our customers, and price changes for our solutions. Historically, the impact of price changes on our subscription services revenue retention rate has been minimal. For our fiscal years ended January 31, 2011, 2012 and 2013, our subscription services revenue retention rate was 192%, 159% and 187%, respectively.

Mix of Subscription and Professional Services Revenues. We believe our investments in professional services have driven customer success and facilitated the further adoption of our solutions by our customers. During the initial period of deployment by a customer, we generally provide a greater amount of configuration, implementation and training than later in the deployment. At the same time, many of our customers have historically purchased subscriptions for only a limited set of their total potential users during their initial deployments. As a result of these factors, the proportion of total revenues for a customer associated with professional services is relatively high during the initial deployment period. Over time, as the need for professional services associated with user deployments decreases and the number of users often increases, we

expect the mix of total revenues to shift more toward subscription services revenues. Our historical mix of revenues reflects a time of strong customer adoption when customers were in earlier stages of their deployments. As a result, we expect the proportion of our total revenues from subscription services to increase over time.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal 2013, for example, refer to our fiscal year ended January 31, 2013.

Components of Results of Operations

Revenues

We derive our revenues primarily from subscription fees and professional services fees. Subscription services revenues consist of fees from customers accessing our Industry Cloud solutions. Professional services revenues consist primarily of fees from implementation services, configuration, training and managed services. For our fiscal year ended January 31, 2013, subscription services revenues constituted 57% of total revenues and professional services and other revenues constituted 43% of total revenues. To date, we have derived more than 95% of our subscription services revenues from our Veeva CRM solution.

We enter into master subscription agreements with our customers and count each distinct master subscription agreement that has not terminated or expired as a distinct customer for purposes of determining our total number of current customers. We generally enter into a single master subscription agreement with each customer, although in some instances, affiliated legal entities within the same corporate family may enter into a separate master subscription agreement. Divisions, subsidiaries and operating units of our customers often place distinct orders for our subscription services under the same master subscription agreement, and we do not count such distinct orders as new customers for purposes of determining our total customer count. With respect to the legacy customers of Advantage Management Solutions, Inc. (AdvantageMS), which we acquired on June 20, 2013, we count each agreement with an entity that was not previously a Veeva customer and that has a known and recurring payment obligation as a distinct customer for purposes of determining our total number of current customers.

New subscription orders typically have a one-year term and automatically renew unless notice of cancellation is provided in advance. Because of this structure, all of the subscription fees associated with a particular customer may not be subject to renewal at the same time. If a customer adds users or solutions to an existing order, such additional orders will be coterminous with the initial order, and as a result, orders for additional users or solutions will commonly have a term of less than one year. Subscription orders are generally billed at the subscription commencement date, with annual or quarterly payment terms. Because the term of orders for additional users or solutions is commonly less than one year and payment terms may be quarterly, the annualized value of the orders we enter into with our customers will not be completely reflected in deferred revenue at any single point in time. Accordingly, we do not believe that change in deferred revenue is an accurate indicator of future revenues for a given period of time.

Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer. Our subscription services agreements are generally non-cancelable, although customers typically have the right to terminate their agreements for cause in the event of material breach. Subscription services revenues are affected primarily by the number of customers, the number of users at each customer that use our solutions and the number of solutions subscribed to by each customer.

Prior to the three months ended January 31, 2013, we entered into separate professional services agreements with our customers that were separate and distinct from our master subscription agreements. Starting in the three months ended January 31, 2013, we combined our master subscription agreement and professional services

agreement into a single agreement. Our professional services engagements are primarily billed on a time and materials basis and revenues are typically recognized as the services are rendered. Professional services revenues are affected primarily by our customers’ demands for implementation services, configuration, training and managed services in connection with our Industry Cloud solutions.

Cost of Revenues

Cost of subscription services revenues primarily consists of fees paid to salesforce.com, inc. for our use of the Salesforce Platform as combined with the proprietary aspects of our Veeva CRM solution, which includes hosting infrastructure and data center operations provided by salesforce.com, other third-party expenses related to data center capacity, hosting our subscription services and providing support, the costs of data center capacity, operating lease expense associated with computer equipment and software and allocated overhead and amortization expense associated with capitalized internal-use software related to our subscription services. Cost of subscription services revenues for some of our Veeva CRM solutions and for our Veeva Vault solutions do not include fees to salesforce.com because the Salesforce Platform is not used in those solutions. We intend to continue to invest additional resources in our subscription services. For example, we may open additional data centers, expand our current data centers in the future and continue to make investments in the availability and security of our solutions. The timing of when we incur these additional expenses will affect our cost of revenues in absolute dollars in the affected periods.

Cost of professional services and other revenues consists primarily of employee-related costs associated with these services, including salaries, benefits and stock-based compensation expense, the cost of subcontractors, travel costs and allocated overhead. The cost of providing professional services is significantly higher as a percentage of the related revenues than for our subscription services due to the direct labor costs and costs of subcontractors.

Operating Expenses

Research and Development. Research and development expenses consist primarily of employee-related expenses. We continue to focus our research and development efforts on adding new features and applications, increasing the functionality and enhancing the ease of use of our cloud-based applications.

Sales and Marketing. Sales and marketing expenses consist primarily of employee-related expenses, sales commissions, customer-focused events and travel-related expenses. Sales commissions and other incremental costs to acquire contracts are expensed as incurred.

General and Administrative. General and administrative expenses consist of employee-related expenses for finance and accounting, legal, human resources and management information systems personnel, legal costs, professional fees and other corporate expenses.

Other Income (Expense), Net

Other income (expense), net consists primarily of transaction gains or losses on foreign currency.

Provision for Income Taxes

Provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions. See note 9 of the notes to our consolidated financial statements.

Results of Operations

The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:


	Fiscal Year Ended January 31,							Six Months Ended July 31,
	2011		2012		2013			2012			2013
	(in thousands)
Consolidated Statements of Operations Data:
Revenues:
Subscription services	$	19,573	$	32,613	$	73,280		$	29,202		$	62,000
Professional services and other		9,556		28,649		56,268			24,762			30,369

Total revenues		29,129		61,262		129,548			53,964			92,369

Cost of revenues⁽¹⁾:
Cost of subscription services		5,236		8,768		18,852			7,749			14,898
Cost of professional services and other		7,081		20,288		38,164			16,650			21,954

Total cost of revenues		12,317		29,056		57,016			24,399			36,852

Gross profit		16,812		32,206		72,532			29,565			55,517

Operating expenses⁽¹⁾:
Research and development		3,637		7,750		14,638			6,341			11,884
Sales and marketing		5,571		12,279		19,490			7,988			17,272
General and administrative		2,513		5,539		8,371			3,349			8,350

Total operating expenses		11,721		25,568		42,499			17,678			37,506

Operating income		5,091		6,638		30,033			11,887			18,011
Other income (expense), net		173		15		(940	)		(411	)		(564	)

Income before income taxes		5,264		6,653		29,093			11,476			17,447
Provision for income taxes		1,355		2,423		10,310			4,126			6,604

Net income	$	3,909	$	4,230	$	18,783		$	7,350		$	10,843

(1)

Includes stock-based compensation expense as follows:


	Years Ended January 31,						Six Months Ended July 31,
	2011		2012		2013		2012		2013
	(in thousands)
Cost of revenues:
Cost of subscription services	$	—	$	1	$	3	$	1	$	9
Cost of professional services and other		9		63		120		51		228
Research and development		30		106		238		90		466
Sales and marketing		43		99		140		63		482
General and administrative		87		165		214		104		765


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
	(as a percentage of total revenues)
Consolidated Statements of Operations Data:
Revenues:
Subscription services		67.2	%		53.2	%		56.6	%		54.1	%		67.1	%
Professional services and other		32.8			46.8			43.4			45.9			32.9

Total revenues		100.0			100.0			100.0			100.0			100.0

Cost of revenues:
Cost of subscription services		18.0			14.3			14.5			14.4			16.1
Cost of professional services and other		24.3			33.1			29.5			30.9			23.8

Total cost of revenues		42.3			47.4			44.0			45.3			39.9

Gross profit		57.7			52.6			56.0			54.7			60.1

Operating expenses:
Research and development		12.5			12.7			11.3			11.8			12.9
Sales and marketing		19.1			20.0			15.0			14.7			18.7
General and administrative		8.6			9.0			6.5			6.2			9.1

Total operating expenses		40.2			41.7			32.8			32.7			40.7

Operating income		17.5			10.9			23.2			22.0			19.4
Other income (expense), net		0.6			—			(0.7	)		(0.8	)		(0.6	)

Income before income taxes		18.1			10.9			22.5			21.2			18.8
Provision for income taxes		4.7			4.0			8.0			7.6			7.1

Net income		13.4	%		6.9	%		14.5	%		13.6	%		11.7	%


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
	(in thousands)
Revenues by Geography Data:
Revenues by geography:
North America	$	27,217		$	48,088		$	84,546		$	37,168		$	55,535
Europe		1,904			10,433			29,036			12,179			22,470
Asia Pacific		8			2,741			15,966			4,617			14,364

Total revenues	$	29,129		$	61,262		$	129,548		$	53,964		$	92,369


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
	(as a percentage of total revenues)
Revenues by geography:
North America		93	%		78	%		65	%		69	%		60	%
Europe		7			17			23			23			24
Asia Pacific		—			5			12			8			16

Total revenues		100	%		100	%		100	%		100	%		100	%

Six Months Ended July 31, 2012 and 2013

Revenues


	Six Months Ended July 31,						% Change
	2012			2013			% Change
	(dollars in thousands)
Revenues:
Subscription services	$	29,202		$	62,000			112	%
Professional services and other		24,762			30,369			23

Total revenues	$	53,964		$	92,369			71

Percentage of revenues:
Subscription services		54	%		67	%
Professional services and other		46			33

Total revenues		100	%		100	%

Total revenues increased $38.4 million, of which $32.8 million was from subscription services revenues. Eight percent of the increase in subscription services revenues was attributable to orders from existing customers that were placed on or prior to July 31, 2012 and the renewal of such orders through July 31, 2013. Ninety-two percent of the increase in subscription services revenues was attributable to new orders placed after July 31, 2012 to deploy our solutions to additional users within our existing customer base and to new users at new customers. Subscription services revenues from North America, as measured by the location of the end users, made up 63% of subscription services revenues in the six months ended July 31, 2013, as compared to 77% in the prior year period. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in both Europe and Asia as compared to North America.

Professional services and other revenues increased $5.6 million. Seventeen percent of the increase in professional services and other revenues was attributable to existing customers that signed agreements with us on or prior to July 31, 2012, and 83% of the increase in professional services and other revenues was attributable to customers that signed agreements with us after July 31, 2012. Professional services revenues from North America, as measured by the location of the user for which the services were performed, made up 54% of professional services revenues in the six months ended July 31, 2013, as compared to 60% in the prior year period. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in Asia as compared to North America.

Subscription services revenues were 67% of total revenues for the six months ended July 31, 2013, compared to 54% of total revenues for the prior year period, reflecting the growth in our subscription services revenues base and the near completion of several large deployments by large customers in the prior year period resulting in a decline of professional services revenues with these specific implementations. The completion of these large deployments also led to a decrease in the growth rate of our professional services revenues as compared to the six months ended July 31, 2012. We expect the proportion of subscription services revenues compared to professional services revenues to increase over time.

Cost of Revenues and Gross Profit Percentage


	Six Months Ended July 31,						% Change
	2012			2013			% Change
	(dollars in thousands)
Cost of revenues:
Cost of subscription services	$	7,749		$	14,898			92	%
Cost of professional services and other		16,650			21,954			32

Total cost of revenues	$	24,399		$	36,852			51

Gross profit percentage:
Subscription services		73	%		76	%
Professional services and other		33			28
Total gross profit percentage		55	%		60	%
Gross profit	$	29,565		$	55,517			88	%
Headcount (at period end)		154			233			51	%

Cost of revenues increased $12.5 million, of which $7.1 million was related to cost of subscription services. The increase in cost of subscription services was primarily due to an increase of users of our subscription services, which drove an increase of $6.3 million in salesforce.com fees and a $0.4 million increase in third-party server costs. We expect cost of subscription services revenues to increase in absolute dollars in the near term.

Cost of professional services and other revenues increased $5.3 million, primarily due to a $4.1 million increase in employee compensation-related costs resulting from a 48% increase in the headcount of our professional services team and a $0.5 million increase in travel related to professional services projects at our customer locations. We expect cost of professional services and other revenues to increase in absolute dollars in the near term.

The increase in gross profit as a percentage of total revenues for the six months ended July 31, 2013 compared to the prior period reflects an increase in the proportion of subscription services revenues, which have higher gross margins than professional services revenues.

Operating Expenses

Research and Development


	Six Months Ended July 31,						% Change
	2012			2013			% Change
	(dollars in thousands)
Research and development	$	6,341		$	11,884			87	%
Percentage of total revenues		12	%		13	%
Headcount (at period end)		89			160			80	%

Research and development expenses increased $5.5 million, primarily due to an increase of $4.3 million in employee compensation-related costs resulting from a 80% increase in headcount. We expect research and development expenses to increase in absolute dollars in the near term, primarily due to higher headcount to support our research and development efforts.

Sales and Marketing



	Six Months Ended July 31,						% Change
	2012			2013			% Change
	(dollars in thousands)
Sales and marketing	$	7,988		$	17,272			116	%
Percentage of total revenues		15	%		19	%
Headcount (at period end)		64			133			108	%

Sales and marketing expenses increased $9.3 million, primarily due to increases of $6.9 million in employee compensation-related costs resulting from a 108% increase in headcount and increased sales commissions and a $0.6 million increase in travel-related costs. We expect sales and marketing expenses to increase in absolute dollars in the near term, primarily driven by increases in headcount to support our sales and marketing efforts and additional sales-related expenses, such as travel.

General and Administrative


	Six Months Ended July 31,						% Change
	2012			2013			% Change
	(dollars in thousands)
General and administrative	$	3,349		$	8,350			149	%
Percentage of total revenues		6	%		9	%
Headcount (at period end)		19			67			253	%

General and administrative expenses increased $5.0 million, primarily due to increases of $3.2 million in employee compensation-related costs resulting from a 253% increase in headcount, and $1.1 million in third-party professional services costs. We expect general and administrative expenses to increase in absolute dollars in the near term, primarily due to higher headcount and additional expenses, such as professional services, including legal and accounting fees, as we transition to being a public company.

Other Income (Expense), Net


	Six Months Ended July 31,
	2012			2013
	(in thousands)
Other income (expense), net	$	(411	)	$	(564	)

Other expenses increased $0.2 million, primarily due to fluctuations in foreign exchange rates for our foreign currency denominated transactions, particularly transactions denominated in the Euro and the Japanese Yen.

Provision for Income Taxes


	Six Months Ended July 31,						% Change
	2012			2013			% Change
	(dollars in thousands)
Income before income taxes	$	11,476		$	17,447			52	%
Provision for income taxes		4,126			6,604			60
Effective tax rate		36	%		38	%

Provision for income taxes increased by $2.5 million, primarily due to an increase in income before taxes for the period.

Fiscal 2011, 2012 and 2013

Revenues


	Fiscal Year Ended January 31,
	2011			2012			2013			2011 to 2012 % Change			2012 to 2013 % Change
	(dollars in thousands)
Revenues:
Subscription services	$	19,573		$	32,613		$	73,280			67	%		125	%
Professional services and other		9,556			28,649			56,268			200			96

Total revenues	$	29,129		$	61,262		$	129,548			110			111

Percentage of revenues:
Subscription services		67	%		53	%		57	%
Professional services and other		33			47			43

Total revenues		100	%		100	%		100	%

Fiscal 2013 compared to Fiscal 2012. Total revenues increased $68.3 million, of which $40.7 million was from subscription services revenues. Thirty-seven percent of the increase in subscription services revenues was attributable to orders from existing customers that were placed on or prior to January 31, 2012 and the renewal of such orders through January 31, 2013. Sixty-three percent of the increase in subscription services revenues was attributable to new orders placed after January 31, 2012 to deploy our solutions to additional users within our existing customer base and to new users at new customers. Subscription services revenues from North America, as measured by the location of the end users, made up 72% of subscription services revenues in fiscal 2013 and 89% of subscription services revenues in fiscal 2012. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in both Europe and Asia as compared to North America.

Professional services and other revenues increased $27.6 million. Seventy-eight percent of the increase in professional services and other revenues was attributable to existing customers that signed agreements with us on or prior to January 31, 2012, and 22% of the increase in professional services and other revenues was attributable to customers that signed agreements with us after January 31, 2012. Professional services revenues from North America, as measured by the location of the user for which the services were performed, made up 56% of professional services revenues in fiscal 2013 and 66% of professional services revenues in fiscal 2012. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in both Europe and Asia as compared to North America.

Subscription services revenues were 57% of total revenues for fiscal 2013, compared to 53% of total revenues for fiscal 2012, reflecting the growth in our subscription services revenues and the near completion of significant deployments by certain large customers in the prior year period resulting in a decline of professional services revenues from these specific implementations. The near completion of these large deployments also led to a decrease in the growth rate of our professional services revenues as compared to fiscal 2012.

Fiscal 2012 compared to Fiscal 2011. Total revenues increased $32.1 million, of which $13.0 million was from subscription services revenues. Eleven percent of the increase in subscription services revenues was attributable to orders from existing customers that were placed on or prior to January 31, 2011 and the renewal of such orders through January 31, 2012. Eighty-nine percent of the increase in subscription services revenues was attributable to new orders placed after January 31, 2011 to deploy our solutions to additional users within our existing customer base and to new users at new customers. Subscription services revenues from North America, as measured by the location of the end users, made up 89% of subscription services revenues in fiscal 2012, and 98% of subscription services revenues in fiscal 2011. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in both Europe and Asia as compared to North America.

Professional services and other revenues increased $19.1 million. Fifty-one percent of the increase in professional services and other revenues was attributable to existing customers that signed agreements with us on or prior to January 31, 2011, and 49% of the increase in professional services and other revenues was attributable to customers that signed agreements with us after January 31, 2011. Professional services revenues from North America, as measured by the location of the user for which the services were performed, made up 66% of professional services revenues in fiscal 2012, and 84% of subscription services revenues in fiscal 2011. This shift in geographic revenue mix was primarily due to the more rapid rate of revenue growth from deployments in both Europe and Asia as compared to North America.

Subscription services revenues were 53% of total revenues for fiscal 2012, compared to 67% of total revenues for fiscal 2011, reflecting significant implementations by certain large customers during fiscal 2012 that generated significant professional services revenues.

Cost of Revenues and Gross Profit Percentage


	Fiscal Year Ended January 31,
	2011			2012			2013			2011 to 2012 % Change			2012 to 2013 % Change
	(dollars in thousands)
Cost of revenues:
Cost of subscription services	$	5,236		$	8,768		$	18,852			67	%		115	%
Cost of professional services and other		7,081			20,288			38,164			187			88

Total cost of revenues	$	12,317		$	29,056		$	57,016			136			96

Gross profit percentage:
Subscription services		73	%		73	%		74	%
Professional services and other		26			29			32
Total gross profit percentage		58	%		53	%		56	%
Gross profit	$	16,812		$	32,206		$	72,532			92	%		125	%
Headcount (at period end)		47			112			188			138	%		68	%

Fiscal 2013 compared to Fiscal 2012. Cost of revenues increased $28.0 million, of which $10.1 million was related to cost of subscription services. The increase in cost of subscription services was primarily due to an increase of users of our subscription services, which drove an increase of $8.8 million in fees paid to salesforce.com, and a $0.8 million increase in employee compensation costs related to increased headcount of customer support employees and a $0.3 million increase in third-party server costs.

Cost of professional services and other revenues increased $17.9 million, primarily due to a $10.2 million increase in employee compensation-related costs resulting from a 62% increase in the headcount of our professional services team, an increase of $4.6 million in third-party consulting services and a $1.5 million increase in travel related to professional services projects at our customer locations.

Fiscal 2012 compared to Fiscal 2011. Cost of revenues increased $16.7 million, of which $3.5 million was related to cost of subscription services. The increase in cost of subscription services was primarily due to a $2.6 million increase of fees paid to salesforce.com, based on the increase in number of subscription users, and a $0.6 million increase in third-party server costs for hosting our subscription services.

Cost of professional services and other revenues increased $13.2 million, primarily due to an increase of $6.8 million in employee compensation-related costs resulting from a 155% increase in the headcount of our professional services team, an increase of $4.0 million in third-party consulting services and a $1.5 million increase in travel related to professional services project at our customer locations.

Operating Expenses

Research and Development


	Fiscal Year Ended January 31,
	2011			2012			2013			2011 to 2012 % Change			2012 to 2013 % Change
	(dollars in thousands)
Research and development	$	3,637		$	7,750		$	14,638			113	%		89	%
Percentage of total revenues		13	%		13	%		11	%
Headcount (at period end)		43			72			118			67	%		64	%

Fiscal 2013 compared to Fiscal 2012. Research and development expenses increased $6.9 million, primarily due to an increase of $5.2 million in employee compensation-related costs resulting from a 64% increase in headcount, $0.5 million in third-party consulting services related to the development of our solutions, and $0.4 million in rent expense for office space.

Fiscal 2012 compared to Fiscal 2011. Research and development expenses increased $4.1 million, primarily due to an increase of $3.9 million in employee compensation-related costs due to a 67% increase in headcount and $0.2 million in third-party consulting services related to the development of our solutions.

Sales and Marketing


	Fiscal Year Ended January 31,
	2011			2012			2013			2011 to 2012 % Change			2012 to 2013 % Change
	(dollars in thousands)
Sales and marketing	$	5,571		$	12,279		$	19,490			120	%		59	%
Percentage of total revenues		19	%		20	%		15	%
Headcount (at period end)		25			55			87			120	%		58	%

Fiscal 2013 compared to Fiscal 2012. Sales and marketing expenses increased $7.2 million, primarily due to an increase of $6.4 million in employee compensation-related costs resulting from a 58% increase in headcount and increased sales commissions, and a $0.3 million increase in travel-related costs.

Fiscal 2012 compared to Fiscal 2011. Sales and marketing expenses increased $6.7 million, primarily due to increases of $5.2 million in employee compensation-related costs resulting from a 120% increase in headcount and a $0.5 million increase in travel-related costs.

General and Administrative


	Fiscal Year Ended January 31,
	2011			2012			2013			2011 to 2012 % Change			2012 to 2013 % Change
	(dollars in thousands)
General and administrative	$	2,513		$	5,539		$	8,371			120	%		51	%
Percentage of total revenues		9	%		9	%		7	%
Headcount (at period end)		12			18			44			50	%		144	%

Fiscal 2013 compared to Fiscal 2012. General and administrative expenses increased $2.8 million, primarily due to an increase of $1.7 million in employee compensation-related costs resulting from a 144% increase in headcount, $0.4 million in third-party professional services costs and $0.2 million in franchise taxes and licenses. The effect of the 144% increase in general and administrative headcount from fiscal 2012 to fiscal 2013 was not fully reflected in the 51% increase in general and administrative expenses from fiscal 2012 to fiscal 2013 because much of the increase in headcount occurred at the end of fiscal 2013.

Fiscal 2012 compared to Fiscal 2011. General and administrative expenses increased $3.0 million, primarily due to increases of $1.0 million in employee compensation-related costs resulting from a 50% increase in headcount and $0.2 million in franchise taxes and licenses.

Other Income (Expense), Net


	Fiscal Year Ended January 31,
	2011		2012		2013			2011 to 2012 % Change			2012 to 2013 % Change
	(in thousands)
Other income (expense), net	$	173	$	15	$	(940	)		(91	)%		NM

Fiscal 2013 compared to Fiscal 2012. Other expenses increased $1.0 million, primarily due to fluctuations in foreign exchange rates for our foreign currency denominated transactions, particularly transactions denominated in the Euro and the Japanese Yen.

Fiscal 2012 compared to Fiscal 2011. Other income decreased $0.2 million, primarily due to fluctuations in foreign exchange rates for our foreign currency denominated transactions, particularly transactions denominated in the Euro and the Japanese Yen.

Provision for Income Taxes


	Fiscal Year Ended January 31,
	2011			2012			2013			2011 to 2012 % Change			2012 to 2013 % Change
	(dollars in thousands)
Income before income taxes	$	5,264		$	6,653		$	29,093			26	%		337	%
Provision for income taxes		1,355			2,423			10,310			79			326
Effective tax rate		26	%		36	%		35	%

Fiscal 2013 compared to Fiscal 2012. Provision for income taxes increased $7.9 million, primarily due to an increase in income before taxes for the year.

Fiscal 2012 compared to Fiscal 2011. Provision for income taxes expenses increased $1.1 million, primarily due to an increase in income before taxes for the year. We utilized our net operating loss carryforwards during fiscal 2011, resulting in a lower effective tax rate compared to fiscal 2012.

Quarterly Results of Operations

The following tables set forth selected unaudited quarterly consolidated statements of operations data for each of the six quarters in the period ended July 31, 2013. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which includes only normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods in accordance with generally accepted accounting principles in the United States (GAAP). This data should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.


	Three Months Ended
	Apr. 30, 2012		Jul. 31, 2012			Oct. 31, 2012		Jan. 31, 2013			Apr. 30, 2013			Jul. 31, 2013
	(in thousands)
Consolidated Statements of Operations Data:
Revenues:
Subscription services	$	13,430	$	15,772		$	19,969	$	24,109		$	27,937		$	34,063
Professional services and other		11,079		13,683			15,827		15,679			14,851			15,518

Total revenues		24,509		29,455			35,796		39,788			42,788			49,581

Cost of revenues⁽¹⁾:
Cost of subscription services		3,649		4,100			5,160		5,943			6,950			7,948
Cost of professional services and other		7,700		8,950			10,696		10,818			10,759			11,195

Total cost of revenues		11,349		13,050			15,856		16,761			17,709			19,143

Gross profit		13,160		16,405			19,940		23,027			25,079			30,438

Operating expenses⁽¹⁾:
Research and development		3,055		3,286			3,605		4,692			5,527			6,357
Sales and marketing		3,798		4,190			5,316		6,186			7,662			9,610
General and administrative		1,542		1,807			2,235		2,787			3,717			4,633

Total operating expenses		8,395		9,283			11,156		13,665			16,906			20,600

Operating income		4,765		7,122			8,784		9,362			8,173			9,838
Other income (expense), net		10		(421	)		74		(603	)		(499	)		(65	)

Income before income taxes		4,775		6,701			8,858		8,759			7,674			9,773
Provision for income taxes		1,672		2,454			3,109		3,075			2,829			3,775

Net income	$	3,103	$	4,247		$	5,749	$	5,684		$	4,845		$	5,998

(1)

Includes stock-based compensation expense as follows:


	Three Months Ended
	Apr. 30, 2012		Jul. 31, 2012		Oct. 31, 2012		Jan. 31, 2013		Apr. 30, 2013		Jul. 31, 2013
	(in thousands)
Cost of revenues:
Cost of subscription services	$	—	$	1	$	1	$	1	$	3	$	6
Cost of professional services and other		21		30		30		39		93		135
Research and development		39		51		65		83		195		271
Sales and marketing		31		32		34		43		183		299
General and administrative		57		47		51		59		261		504


	Three Months Ended
	Apr. 30, 2012			Jul. 31, 2012			Oct. 31, 2012			Jan. 31, 2013			Apr. 30, 2013			Jul. 31, 2013
	(as a percentage of total revenues)
Consolidated Statements of Operations Data:
Revenues:
Subscription services		54.8	%		53.5	%		55.8	%		60.6	%		65.3	%		68.7	%
Professional services and other		45.2			46.5			44.2			39.4			34.7			31.3

Total revenues		100.0			100.0			100.0			100.0			100.0			100.0

Cost of revenues:
Cost of subscription services		14.9			13.9			14.4			14.9			16.3			16.0
Cost of professional services and other		31.4			30.4			29.9			27.2			25.1			22.6

Total cost of revenues		46.3			44.3			44.3			42.1			41.4			38.6

Gross profit		53.7			55.7			55.7			57.9			58.6			61.4

Operating expenses:
Research and development		12.5			11.2			10.1			11.8			12.9			12.8
Sales and marketing		15.4			14.2			14.8			15.6			17.9			19.4
General and administrative		6.3			6.2			6.2			7.0			8.7			9.4

Total operating expenses		34.2			31.6			31.1			34.4			39.5			41.6

Operating income		19.5			24.1			24.6			23.5			19.1			19.8
Other income (expense), net		—			(1.4	)		0.2			(1.5	)		(1.2	)		(0.1	)

Income before income taxes		19.5			22.7			24.8			22.0			17.9			19.7
Provision for income taxes		6.8			8.3			8.7			7.7			6.6			7.6

Net income		12.7	%		14.4	%		16.1	%		14.3	%		11.3	%		12.1	%

Quarterly Trends in Revenues

Our quarterly total revenues and subscription services revenues increased sequentially for each period presented, primarily due to sales to new customers and additional orders and renewals placed by existing customers. We cannot assure you that this pattern of sequential growth in revenues will continue.

Our professional services and other revenues fluctuated over the periods presented as a result of the achievement of milestones in our professional services arrangements and the timing of demand for professional services but increased from the beginning to the end of the six quarters presented primarily due to adoption of our solutions by new customers and expanding deployments from our existing customers.

The proportion of our total revenues from subscription services generally increased over the six quarters presented, reflecting a growing customer base beyond the initial deployment period. Gross profit as a percentage of total revenues increased sequentially for each period presented, reflecting an increase in the proportion of subscription services revenues.

Quarterly Trends in Cost of Revenues

Our quarterly total cost of revenues increased sequentially for each period presented, primarily due to the increase in cost of subscription services. Cost of subscription services increased sequentially for each period presented primarily due to an increase of users of our subscription services, which drove an increase in fees paid to salesforce.com, and to a lesser extent increases in employee compensation costs related to increased headcount. Cost of professional services and other revenues generally increased over the six quarters presented primarily due to an increase in employee compensation-related costs due to an increase in headcount of the professional services team, an increase in third-party consulting services and travel related to professional services projects at our customer locations.

Quarterly Trends in Operating Expenses

Our quarterly total operating expenses, as well as quarterly research and development, sales and marketing and general and administrative expenses, increased sequentially for each period presented, primarily due to increases in employee compensation-related costs due to an increase in headcount in each of these functions.

Liquidity and Capital Resources


	As of January 31,						As of July 31,
	2011		2012		2013		2012		2013
	(in thousands)
Cash and cash equivalents	$	13,778	$	16,880	$	31,890	$	30,159	$	38,608
Short-term investments		—		—		14,276		—		14,267

Total cash, cash equivalents and short-term investments	$	13,778	$	16,880	$	46,166	$	30,159	$	52,875


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
	(in thousands)
Cash flows provided by operating activities	$	4,903		$	4,736		$	30,799		$	14,096		$	20,261
Cash flows used in investing activities		(657	)		(1,683	)		(16,364	)		(1,084	)		(13,458	)
Cash flows provided by (used in) financing activities		887			49			575			267			(85	)

Net increase in cash and cash equivalents	$	5,133		$	3,102		$	15,010		$	13,279		$	6,718

As of July 31, 2013, our principal sources of liquidity for working capital purposes were cash, cash equivalents and short-term investments totaling $52.9 million of which $6.8 million represented cash and cash equivalents held outside of the United States.

We have financed our operations primarily through cash generated from operations. We believe our existing cash, cash equivalents and short-term investments generated from operations will be sufficient to meet our working capital and capital expenditure needs over at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, subscription renewal activity, the timing and extent of spending to support product development efforts, the expansion of sales and marketing activities, the ongoing investments in data centers, the introduction of new and enhanced solutions and the continuing market acceptance of our solutions. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies and intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

Cash Flows from Operating Activities

Our largest source of operating cash inflows is cash collections from our customers for subscription services. Payments from customers for these subscription services agreements are typically received near the beginning of the agreements’ term. We also generate significant cash flows from our professional services arrangements. Our primary uses of cash from operating activities are for employee-related expenditures, fees to salesforce.com, taxes, employee travel and leased facilities.

Six months ended July 31, 2013 compared to six months ended July 31, 2012. Net cash provided by operating activities increased $6.2 million primarily due to $3.3 million increase in accrued expenses, which reflects the timing of payments primarily related to accrued royalties and accrued employee-related expenditures, a $3.5 million increase in net income, and a $2.7 million increase in deferred revenue resulting from growth in our subscription services sales. These were offset by a $4.8 million decrease in income taxes, which reflects the timing of our payment.

Fiscal 2013 compared to Fiscal 2012. Net cash provided by operating activities increased $26.1 million, primarily due to a $14.6 million increase in net income, a $13.3 million increase in deferred revenue resulting from growth in our subscription services sales, a $6.1 million increase in income tax obligations related to our higher pre-tax income and a $1.3 million increase in accounts payable, which reflects timing of payments due to the growth of our business. These were offset by a $4.8 million decrease in accrued expenses, which reflects the timing of payments primarily related to accrued royalties and accrued payroll, and a $4.2 million increase in accounts receivable resulting from the growth in both our subscription services sales and our professional services and other sales.

Fiscal 2012 compared to Fiscal 2011. Net cash provided by operating activities decreased $0.2 million, primarily due to a $7.4 million increase in accounts receivable, resulting from the growth in both our subscription services sales and our professional services and other sales. This was offset by a $4.2 million increase in accrued expenses, which reflects the timing of payments primarily related to accrued royalties and accrued payroll, a $2.1 million increase in deferred revenue resulting from growth in our subscription services sales and a $1.1 million increase in deferred income taxes.

Cash Flows from Investing Activities

The cash flows from investing activities primarily relate to purchases of marketable securities. We also use cash to invest in capital assets to support our growth.

Six months ended July 31, 2013 compared to six months ended July 31, 2012. Net cash used for investing activities was $13.5 million for the six months ended July 31, 2013, compared to $1.1 million for the six months ended July 31, 2012. The increase was primarily due to $12.1 million in cash used for the acquisition of AdvantageMS.

Fiscal 2013 compared to Fiscal 2012. Net cash used for investing activities increased $14.7 million, primarily due to a $14.4 million increase in our purchase of short-term investments.

Fiscal 2012 compared to Fiscal 2011. Net cash used for investing activities increased $1.0 million, primarily due to cash used toward capital expenditures and internal-use software and the issuance of a related party note receivable.

Cash Flows from Financing Activities

The cash flows from financing activities relate to proceeds from stock option exercises and early stock option exercises.

Six months ended July 31, 2013 compared to six months ended July 31, 2012. Net cash used in financing activities was $0.1 million for the six months ended July 31, 2013, compared to net cash provided by financing activities of $0.3 million for the six months ended July 31, 2012. The increase in cash used was due to deferred costs associated with our initial public offering offset by an increase in proceeds from stock option exercises.

Fiscal 2013 compared to Fiscal 2012. Net cash provided by financing activities was $0.6 million for our fiscal year ended January 31, 2013, compared to $50,000 for our fiscal year ended January 31, 2012. The increase was due to an increase in proceeds from stock option exercises.

Fiscal 2012 compared to Fiscal 2011. Net cash provided by financing activities was $50,000 for our fiscal year ended January 31, 2012, compared to $0.9 million for our fiscal year ended January 31, 2011, a decrease of $0.8 million. The decrease was due to a decrease in proceeds from stock option exercises.

Commitments

Our principal commitments primarily consist of obligations for minimum payment commitments to salesforce.com and leases for office space. As of January 31, 2013, the future non-cancelable minimum payments under these commitments were as follows:


	Payments Due by Period
	Total		Less than 1 Year		1–3 Years		3–5 Years		More than 5 Years
	(in thousands)
Purchase commitments	$	15,937	$	1,596	$	14,341	$	—	$	—
Operating lease obligations⁽¹⁾		6,100		1,882		2,625		1,593		—

Total	$	22,037	$	3,478	$	16,966	$	1,593	$	—

(1)

Consists of contractual obligations from non-cancellable office space under operating leases.

As of July 31, 2013, the future non-cancelable minimum payments under these commitments were as follows:


	Payments Due by Period
	Total		Less than 1 Year		1–3 Years		3–5 Years		More than 5 Years
	(in thousands)
Purchase commitments	$	3,503	$	2,133	$	1,370	$	—	$	—
Operating lease obligations⁽¹⁾		6,718		2,305		3,182		1,023		208

Total	$	10,221	$	4,438	$	4,552	$	1,023	$	208

(1)

Consists of contractual obligations from non-concellable office space under operating leases.

The amounts in the table above are associated with agreements that are enforceable and legally binding, which specify significant terms including payment terms, related services and the approximate timing of the transaction. Obligations under agreements that we can cancel without a significant penalty are not included in the table.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. In the preparation of these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in note 2 of the notes to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Revenue Recognition

We derive our revenues from two sources: subscription services revenues, which are comprised of subscription fees from customers accessing our enterprise cloud computing solutions, and related professional services and other revenues. Professional services and other revenues generally include consulting and training. We commence revenue recognition when all of the following conditions are satisfied:

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there is persuasive evidence of an arrangement;

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the service has been or is being provided to the customer;

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the collection of the fees is reasonably assured; and

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the amount of fees to be paid by the customer is fixed or determinable.

Our subscription services arrangements are generally non-cancelable and do not provide for refunds to customers in the event of cancellations. We record revenues net of any sales or excise taxes. Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer.

The majority of our professional services arrangements are recognized on a time and material basis. Professional services revenues recognized on a time and material basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on progress against output measures, such as substantive milestones. Training revenues are recognized as the services are performed.

Our multiple element arrangements contain non-software deliverables such as our subscription offerings and professional services. For these arrangements we must: (i) determine whether each deliverable has stand-alone value; (ii) determine the estimated selling price of each element using the selling price hierarchy of vendor-specific objective evidence (VSOE) of fair value, third party evidence (TPE) or best estimated selling price (BESP), as applicable; and (iii) allocate the total price among the various deliverables based on the relative selling price method.

In determining whether professional services and other revenues have stand-alone value, we consider the following factors for each consulting agreement: availability of the consulting services from other vendors, the nature of the consulting services and whether the professional services are required in order for the customer to use the subscription services.

We have determined that we are not able to establish VSOE of fair value or TPE of selling price for any of our deliverables, and accordingly we use BESP for each deliverable in the arrangement. The objective of BESP is to estimate the price at which we would transact a sale of the service deliverables if the services were sold on a stand-alone basis. Revenue allocated to each deliverable is recognized when the basic revenue recognition criteria are met for each deliverable.

We determine BESP for our subscription services included in a multiple element subscription arrangement by considering multiple factors including, but not limited to, stated subscription renewal rates offered to the customer to renew the service and other major groupings such as customer type and geography.

BESP for professional services considers the discount of actual professional services sold compared to list price, the experience level of the individual performing the service and geography.

Stock-Based Compensation

Compensation expense related to stock-based transactions, including employee, consultant and non-employee director stock option awards, is measured and recognized in the financial statements based on fair value. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model. The stock-based compensation expense, net of forfeitures, is recognized using a straight-line basis over the requisite service periods of the awards, which is generally four to five years.

Our option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. The assumptions used in our option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our stock-based compensation expense could be materially different in the future.

These assumptions are estimated as follows:

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Fair Value of Common Stock. Because our common stock is not publicly traded, we must estimate the fair value of common stock, as discussed in “—Common Stock Valuations” below.

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Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term of the options for each option group.

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Expected Term. The expected term represents the period that our stock-based awards are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term of the stock option awards granted, we have based our expected term on the simplified method available under GAAP.

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Volatility. We determine the price volatility factor based on the historical volatilities of our peer group as we do not have a sufficient trading history for our common stock. Industry peers consist of several public companies in the technology industry that are similar to us in size, stage of life cycle and financial leverage. These peer companies are the same companies as the comparable publicly traded companies used in connection with our contemporaneous third-party valuations described in “—Common Stock Valuations” below. We did not rely on implied volatilities of traded options in our industry peers’ common stock because the volume of activity was relatively low. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

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Dividend Yield. We have not paid and do not expect to pay dividends.

As we do not have sufficient historical experience for determining the expected term of the stock option awards granted, we have based our expected term on the simplified method available under GAAP.

The following table summarizes the assumptions relating to our stock options as follows:


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
Volatility		70	%		57% – 65	%		42% – 55	%		42% – 55	%		42% – 50	%
Expected life (in years)		6.08 – 6.32			6.32			6.32			6.32			6.32 – 8.23
Risk-free interest rate		1.99% – 2.78	%		1.18% – 2.72	%		0.83% – 1.15	%		0.85% – 1.15			1.03% – 1.69	%
Dividend yield		0	%		0	%		0	%		0	%		0	%

In addition to assumptions used in the Black-Scholes option-pricing model, we must also estimate a forfeiture rate to calculate the stock-based compensation expense for our option awards. Our forfeiture rate is based on an analysis of our actual forfeitures. We will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Changes in the estimated forfeiture rate can have a significant impact on our stock-based compensation expense as the cumulative effect of adjusting the rate is recognized in the period the forfeiture rate is revised. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, an adjustment is made that will result in a

decrease to the stock-based compensation expense recognized in the financial statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase to the stock-based compensation expense recognized in the financial statements.

We will continue to use judgment in evaluating the assumptions related to our stock-based compensation expense on a prospective basis. As we continue to accumulate additional data related to our common stock, we may have refinements to our estimates, which could materially impact our future stock-based compensation expense.

Common Stock Valuations

We are required to estimate the fair value of the common stock underlying our stock-based awards when performing the fair value calculations with the Black-Scholes option-pricing model. The fair values of the common stock underlying our stock-based awards were determined by the compensation committee of our board of directors, with input from management and contemporaneous third-party valuations. We believe that our compensation committee has the relevant experience and expertise to determine the fair value of our common stock. As described below, the exercise price of our stock-based awards was determined by our compensation committee based on the most recent contemporaneous third-party valuation as of the grant date.

Given the absence of a public trading market of our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our compensation committee exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including:

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contemporaneous valuations performed by unrelated third-party specialists;

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the prices, rights, preferences and privileges of our convertible preferred stock relative to those of our common stock;

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lack of marketability of our common stock;

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our actual operating and financial performance;

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current business conditions and projections;

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hiring of key personnel and the experience of our management;

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the history of the company and the introduction of new services;

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our stage of development;

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likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our company given prevailing market conditions;

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illiquidity of stock-based awards involving securities in a private company;

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the market performance of comparable publicly traded companies; and

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the U.S. and global capital market conditions.

In valuing our common stock, our compensation committee determined the equity value of our business generally using the market comparable approach (and, within the market-based approach, the guideline publicly traded company method and, at certain times, the guideline M&A transaction method) and the income approach valuation methods.

The market comparable approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business. Based both on trading multiples and acquisitions of the comparable companies, a representative market value multiple is determined which is applied to the subject company’s operating results to estimate the value of the subject company. The estimated value is then discounted

by a non-marketability factor due to the fact that stockholders of private companies do not have access to trading markets similar to those enjoyed by stockholders of public companies which impacts liquidity. For purposes of the guideline publicly traded company method, we review the comparable companies with each valuation to ensure that the companies continue to best reflect our industry and business model. For purposes of the guideline M&A transaction method, we review the transactions examined to ensure that the transactions best reflect recent comparable transactions.

The income approach estimates value based on the expectation of future cash flows that a company will generate, through projections of revenue growth, cash earnings, cost savings, tax deductions and the proceeds from disposition. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in our industry or similar lines of business as of each valuation date and is adjusted to reflect the risks inherent in our cash flows. In addition, we also considered an appropriate discount adjustment to recognize the lack of marketability due to being a closely-held, non-public entity.

We use comparable publicly traded companies for purposes of estimating the fair value of our common stock and estimating the price volatility factor when performing the fair value calculations with the Black-Scholes option pricing model. We review the comparable companies with each valuation to ensure that the companies continue to support our assumptions and projections. From time to time, we update the set of comparable companies we use as new or more relevant information became available.

We used the same comparable companies for the January 31, 2012, July 31, 2012 and October 31, 2012 valuations, except that we did not use two companies for the July 31, 2012 and October 31, 2012 valuations that we had used in the January 31, 2012 valuation because those companies had been subsequently acquired and were no longer public companies. For the January 31, 2013 valuation, we added seven companies in the customer relationship management and content management industry that had recently completed initial public offerings and removed two companies. The newly added companies provided additional publicly available financial data from which valuation multiples could be derived. One company that was removed had been acquired and was no longer a public company, and the other company was no longer considered comparable to us. We used the same comparable companies for the April 30, 2013 valuation as the January 31, 2013 valuation. For the June 30, 2013 valuation, we expanded our list of comparable companies to include several additional high-growth software-as-a-service companies, some of which had recently completed initial public offerings, and were similar to us in terms of risk, diversification, growth and/or profitability, as well as several additional high growth software companies that had recently completed initial public offerings. In addition, we removed several companies that were no longer considered comparable to us. We used the same comparable companies for the September 6, 2013 valuation as the June 30, 2013 valuation.

While our selection of comparable companies has changed over time as we continue evaluating whether the selected companies remain comparable to us and considering recent initial public offerings and sale transactions, we believe the comparable peer companies are a representative group for purposes of estimating the fair value of our common stock and estimating the price volatility factor when performing the fair value calculations with the Black-Scholes option pricing model. However, there could be inherent differences that may impact comparability. Several of the comparable companies are larger than us in terms of total revenues and assets, and several have experienced net operating losses and have not yet generated net income. Since no two companies are perfectly comparable, we apply premiums or discounts in our valuation analysis, as appropriate, to account for differences between our position in our industry and the positions of the comparable companies, or if there are intangible attributes that are significantly different among the companies, as well as to reflect the fact that we are not currently a public company.

In some cases, for financial reporting purposes, we retrospectively considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation determined pursuant to one of the methods described above or, with the benefit of hindsight, to use another value based on a

linear interpolation between two valuation dates. This determination included an evaluation of whether the subsequent valuation increase was the result of specific events recognized by our compensation committee that resulted in the increase during the interim period or whether the increase was due to less visible reasons such as general improvements in the business or changes in the valuation methodologies or components.

Once we determined an equity value, we utilized the option pricing method (OPM), to allocate the equity value to each of our classes of stock. OPM values each equity class by creating a series of call options on our equity value, with exercise prices based on the liquidation preferences, participation rights and strike prices of derivatives. This method is generally preferred when future outcomes are difficult to predict and dissolution or liquidation is not imminent.

We granted stock options with the following exercise prices between January 31, 2012 and the date of this prospectus:


Option Grant Date	Number of Shares Underlying Options		Exercise Price Per Share		Common Stock Fair Value Per Share
March 2, 2012		903,500	$	1.11	$	1.11
April 10, 2012		635,500		1.11		1.11
June 2, 2012		243,500		1.11		1.11
June 29, 2012		162,500		1.11		1.11
August 23, 2012		254,500		1.54		1.54
September 28, 2012		671,000		1.54		1.54
November 19, 2012		496,000		1.96		1.96
December 20, 2012		1,051,000		1.96		1.96
February 20, 2013		350,500		3.92		4.33
March 10, 2013		13,034,999		3.92		4.69
March 26, 2013		413,500		3.92		5.02
May 23, 2013		487,000		5.73		5.73
July 31, 2013		842,500		7.55		7.55
September 10, 2013		495,000		9.88		9.88
October 1, 2013		236,000		13.00		13.00

The aggregate intrinsic value of vested and unvested stock options as of July 31, 2013, based on an assumed initial public offering price of $13.00 per share, the midpoint of the price range on the cover page of this prospectus, was $51.8 million and $207.7 million, respectively.

The following discussion relates primarily to our determination of the fair value per share of our common stock for purposes of calculating stock-based compensation expense since March 2012. No single event caused the valuation of our common stock to increase or decrease. Instead, a combination of the factors described below in each period led to the changes in the fair value of our common stock.

March 2012

Our compensation committee set an exercise price of $1.11 per share for option awards granted in March 2012 based in part on a contemporaneous third-party valuation prepared as of January 31, 2012 on a minority, non-marketable interest basis. The valuation took into account that our revenues for fiscal 2012 exceeded our revenues for fiscal 2011 and that, based on this growth and our assessment of future growth potential, we had revised our financial forecasts for future fiscal years. The valuation also took into account that while the U.S. gross domestic product grew at the end of calendar year 2011, a sustained recovery was still not assured. The results of the valuation indicated the fair value of our common stock to be $1.11 per share as of January 31, 2012. The valuation used both the market approach and the income approach. Under the market approach, the valuation considered the guideline publicly traded company method and the guideline M&A transaction method. The valuation used a 20%

weighting of the income approach, a 40% weighting of the guideline publicly traded company method of the market approach and a 40% weighting of the guideline M&A transaction method of the market approach to determine the aggregate equity value before factoring in any discounts or allocations. Our enterprise value reflected a non-marketability discount of 25.0%. A marketability discount was applied to reflect the fact that private company common stock is not directly comparable to the value of publicly traded shares due to the fact that stockholders of private company common stock do not have access to the same type of trading markets that stockholders of publicly traded companies possess. Based on the factors noted above and the valuation, the compensation committee determined that the fair value of our common stock was $1.11 per share on that date, and we granted option awards in March 2012 with an exercise price of $1.11 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in March 2012 to be at $1.11 per share.

April 2012

In April 2012, we granted option awards with an exercise price of $1.11 per share.

At the time of the grant, we did not have updated quarterly operating results or forward forecasts as compared to the information utilized in the January 31, 2012 valuation of $1.11 per share. Therefore, we granted option awards in April 2012 with an exercise price of $1.11 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in April 2012 to be $1.11 per share.

June 2012

In June 2012, we granted option awards with an exercise price of $1.11 per share.

Our financial results for the three months ended April 30, 2012, were materially in line with the financial forecast we used in the January 31, 2012 valuation of $1.11 per share. Therefore, we granted option awards in June 2012 with an exercise price of $1.11 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in June 2012 to be $1.11 per share.

August 2012

Our compensation committee set an exercise price of $1.54 per share for option awards granted in August 2012 based in part on a contemporaneous third-party valuation prepared as of July 31, 2012 on a minority, non-marketable interest basis. The valuation took into account that our revenues for the six months ended July 31, 2012 exceeded our internal plans and that, based on this growth and our assessment of future growth potential, we had revised our financial forecasts for future fiscal years. The valuation also took into account that the U.S. economy continued to experience slow growth and that contraction in lending continued and indicated the fair value of our common stock to be $1.54 per share as of July 31, 2012. The valuation used both the market approach and the income approach. Under the market approach, the valuation considered the guideline publicly traded company method and the guideline M&A transaction method. The valuation used a 20% weighting of the income approach, a 40% weighting of the guideline publicly traded company method of the market approach and a 40% weighting of the guideline M&A transaction method of the market approach to determine the aggregate equity value before factoring in any discounts or allocations. Our enterprise value reflected a non-marketability discount of 20.0%, down from 25.0% in the valuation prepared as of January 31, 2012 due to a greater likelihood of a liquidity event. Based on the factors noted above and the valuation, the compensation committee determined that the fair value of our common stock was $1.54 per share on that date, and we granted option awards in August 2012 with an exercise price of $1.54 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in August 2012 to be at $1.54 per share.

September 2012

In September 2012, we granted option awards with an exercise price of $1.54 per share.

At the time of the grant, we did not have updated quarterly operating results or forward forecasts as compared to the information utilized in the July 31, 2012 valuation of $1.54 per share. Therefore, we granted option awards in September 2012 with an exercise price of $1.54 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in September 2012 to be $1.54 per share.

November 2012

Our compensation committee set an exercise price of $1.96 per share for option awards granted in November 2012 based in part on a contemporaneous third-party valuation prepared as of October 31, 2012 on a minority, non-marketable interest basis. The valuation took into account that our revenues for the eight months ended September 30, 2012 exceeded our internal plans and that, based on this growth and our assessment of future growth potential, we had revised our financial forecasts for future fiscal years. The valuation also took into account that the U.S. economy continued to experience slow growth and indicated the fair value of our common stock to be $1.96 per share as of October 31, 2012. The valuation used both the market approach and the income approach. Under the market approach, the valuation considered the guideline publicly traded company method and the guideline M&A transaction method. The valuation weighted the income approach, the guideline publicly traded company method of the market approach and the guideline M&A transaction method of the market approach equally to determine the aggregate equity value before factoring in any discounts or allocations. We changed the weighting of these approaches due to the number of quarters in which we had recognized net income and our increased confidence in the income approach. Our enterprise value reflected a non-marketability discount of 15.0%, down from 20.0% in the valuation prepared as of July 31, 2012 due to a greater likelihood of a liquidity event. Based on the factors noted above and the valuation, the compensation committee determined that the fair value of our common stock was $1.96 per share on that date, and we granted option awards in November 2012 with an exercise price of $1.96 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in November 2012 to be at $1.96 per share.

December 2012

In December 2012, we granted option awards with an exercise price of $1.96 per share.

At the time of the grant, we did not have updated quarterly operating results or forward forecasts as compared to the information utilized in the October 31, 2012 valuation of $1.96 per share. Therefore, we granted option awards in December 2012 with an exercise price of $1.96 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in December 2012 to be $1.96 per share.

February 2013

Our compensation committee set an exercise price of $3.92 per share for option awards granted in February 2013 based in part on a contemporaneous third-party valuation prepared as of January 31, 2013 on a minority, non-marketable interest basis. The valuation took into account that our revenues and operating margins for fiscal 2013 exceeded our revenues and operating margins for fiscal 2012 (for example, our total revenues grew by 111% from fiscal 2012 to fiscal 2013) and that, based on this growth and our assessment of future growth potential, we had revised our financial forecasts for future fiscal years. The valuation also took into account our market leadership in our industry, particularly in the United States, our growth internationally, the introduction of our Veeva Vault solution, and our plans to begin the process of conducting an initial public offering. The valuation also took into account positive market sentiment in the life sciences industry. We also adjusted the comparable publicly traded companies to include companies that had recently completed their initial public offerings. The valuation took into account that the U.S. and global economies continued to experience slow growth. The valuation used both the market approach and the income approach. Under the market approach, the valuation considered the guideline publicly traded company method and the guideline M&A transaction method. Because of the factors described above, under the guideline publicly traded company method, we applied a revenue multiple of comparable publicly traded companies that was 32% greater than the valuation prepared as of October 31, 2012, which revenue multiple was between the first quartile and median of comparable

companies. Because of the factors described above, under the guideline M&A transaction method, we applied a revenue multiple of comparable publicly traded companies that was 48% greater than the valuation prepared as of October 31, 2012, which revenue multiple was in the third quartile of comparable companies. The valuation weighted the income approach, the guideline publicly traded company method of the market approach and the guideline M&A transaction method of the market approach equally to determine the aggregate equity value before factoring in any discounts or allocations. Our enterprise value reflected a non-marketability discount of 12.5%, down from 15.0% in the valuation prepared as of October 31, 2012 due to a greater likelihood of a liquidity event. Based on the factors noted above and the valuation, the compensation committee determined that the fair value of our common stock was $3.92 per share on that date, and we granted option awards in February 2013 with an exercise price of $3.92 per share.

For financial reporting purposes, we applied a linear interpolation approach using the valuations of $3.92 per share as of January 31, 2013 and $5.73 per share as of April 30, 2013, the date at which our next valuation was performed, to determine, with the benefit of hindsight, the fair value of our common stock for option awards granted in February 2013. We determined to re-evaluate the prior fair value for the February 2013 grants because, with the benefit of hindsight, we realized that between the January 31, 2013 and April 30, 2013 valuation dates our enterprise value had increased over 45%. We believe the increase in our enterprise value during this time period was primarily due to the growth of our revenues for the three months ended April 30, 2013, as well as the increase in the market valuations of our comparable companies that resulted in an increase in the revenue multiple we used for the April 30, 2013 valuation. We determined that the linear interpolation approach would provide the most appropriate conclusion for the valuation of our common stock on the interim dates between valuations because we did not identify any single event or series of events that occurred during this interim period that would have caused a material change in fair value. Based on this calculation, we assessed the fair value of our common stock for option awards granted in February 2013 to be $4.33.

March 2013

In March 2013, we granted option awards with an exercise price of $3.92 per share.

At the time of the March 2013 grants, it was early in the quarter ended April 30, 2013, and we did not have updated quarterly operating results or forward forecasts as compared to the information utilized in the January 31, 2013 valuation of $3.92 per share. In addition, we had not taken any significant additional steps since January 31, 2013 towards commencing an initial public offering. Therefore, we granted option awards in March 2013 with an exercise price of $3.92 per share.

For financial reporting purposes, we applied a linear interpolation approach using the valuations of $3.92 per share as of January 31, 2013 and $5.73 per share as of April 30, 2013, the date at which our next valuation was performed, to determine, with the benefit of hindsight, the fair value of our common stock for option awards granted in March 2013. We determined to re-evaluate the prior fair value for the March 2013 grants because, with the benefit of hindsight, we realized that between the January 31, 2013 and April 30, 2013 valuation dates our enterprise value had increased over 45%. We believe the increase in our enterprise value during this time period was primarily due to the growth of our revenues for the three months ended April 30, 2013, as well as the increase in the market valuations of our comparable companies that resulted in an increase in the revenue multiple we used for the April 30, 2013 valuation. We determined that the linear interpolation approach would provide the most appropriate conclusion for the valuation of our common stock on the interim dates between valuations because we did not identify any single event or series of events that occurred during this interim period that would have caused a material change in fair value. Based on this calculation, we assessed the fair value of our common stock for option awards granted on March 10, 2013 and March 26, 2013 to be $4.69 and $5.02, respectively.

As a consequence of the re-evaluation of the prior fair value determinations for the February 2013 and March 2013 grants, we will record incremental share-based compensation expense of approximately $8.3 million over the vesting terms of these awards. We have concluded, however, that the effect of the adjustments for the

six months ended July 31, 2013 is not material and we will therefore record an out-of period adjustment of $0.5 million in our quarter ending October 31, 2013 to true-up the amount of share-based compensation expense already recognized for these awards to reflect the impact of the incremental increase in fair value.

May 2013

Our compensation committee set an exercise price of $5.73 per share for option awards granted in May 2013 based in part on a contemporaneous third-party valuation prepared as of April 30, 2013 on a minority, non-marketable interest basis. The valuation took into account that our revenues for the three months ended April 30, 2013 exceeded our revenues for the three months ended January 31, 2013 and that, based on this growth and our assessment of future growth potential, we had revised our financial forecasts for future fiscal years. The valuation also took into account the announcement of our Veeva CRM Approved Email solution and the steps we had taken since the March 2013 grants to begin the process of conducting an initial public offering, including selecting lead book running managers, engaging legal counsel, and setting a date for an organizational meeting with underwriters. The valuation took into account that the U.S. and global economies continued to experience slow growth. The valuation used both the market approach and the income approach. Under the market approach, the valuation considered the guideline publicly traded company method but did not consider the guideline M&A transaction method given the greater likelihood that we would complete an initial public offering than another exit event. The valuation weighted the income approach and the guideline publicly traded company method of the market approach equally to determine the aggregate equity value before factoring in any discounts or allocations. Because of the factors described above, under the guideline publicly traded company method, we applied a revenue multiple of comparable publicly traded companies that was 45% greater than the valuation prepared as of January 31, 2013, which revenue multiple was between the first quartile and mean of comparable companies. Our enterprise value reflected a non-marketability discount of 10%, down from 12.5% in the valuation prepared as of January 31, 2013 due to a greater likelihood of a liquidity event. Based on the factors noted above and the valuation, the compensation committee determined that the fair value of our common stock was $5.73 per share on that date, and we granted option awards in May 2013 with an exercise price of $5.73 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in May 2013 to be at $5.73 per share.

July 2013

Our compensation committee set an exercise price of $7.55 per share for option awards granted in July 2013 based in part on a contemporaneous third-party valuation prepared as of June 30, 2013 on a minority, nonmarketable interest basis. Based on our actual financial results and the assessment of future growth potential, we had revised our financial forecasts for future fiscal years. The valuation also took into account our acquisition of Advantage Management Solutions, Inc. in June 2013, our plans to conduct an initial public offering, including the initial confidential submission of a registration statement on Form S-1 in June 2013, and the introduction of our Veeva CRM Approved Email solution. The valuation took into account that the U.S. and global economies continued to experience slow growth. The valuation also adjusted the comparable publicly traded companies to include several additional high-growth software-as-a-service companies, some of which had recently completed initial public offerings, and were similar to us in terms of industry, risk, diversification, growth and/or profitability, as well as several additional high growth software companies that had recently completed initial public offerings. The valuation used both the market approach and the income approach. Under the market approach, the valuation considered the guideline publicly traded company method but did not consider the guideline M&A transaction method given the greater likelihood that we would complete an initial public offering than another exit event. The valuation weighted the income approach and the guideline publicly traded company method of the market approach equally to determine the aggregate equity value before factoring in any discounts or allocations. Because of the factors described above, under the guideline publicly traded company method, we applied a revenue multiple of comparable publicly traded companies that was 26% greater than the valuation prepared as of April 30, 2013, which revenue multiple was within the narrow average revenue multiple of the industry-specific software-as-a-service public comparable companies due to their greater comparability with our business given the industry-specific nature of our software solutions. Our enterprise value reflected a non-marketability discount of 10%, which was equal to

the valuation prepared as of April 30, 2013. Based on the factors noted above and the valuation, the compensation committee determined that the fair value of our common stock was $7.55 per share on that date, and we granted option awards in July 2013 with an exercise price of $7.55 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in July 2013 to be at $7.55 per share.

September 2013

Our compensation committee set an exercise price of $9.88 per share for option awards granted in September 2013 based in part on a contemporaneous third-party valuation prepared as of September 6, 2013 on a minority, nonmarketable interest basis. The valuation took into account that our total revenues for the six months ended July 31, 2013 grew 71% from the same period in the previous year. The valuation also took into account our continued steps towards an initial public offering, including our plans to publicly file a registration statement on Form S-1 in September 2013. The valuation took into account that the U.S. and global economies had not changed dramatically since the valuation dated June 30, 2013. The valuation used the same comparable companies as the June 30, 2013 valuation. The valuation used both the market approach and the income approach. Under the market approach, the valuation considered the guideline publicly traded company method but did not consider the guideline M&A transaction method given the greater likelihood that we would complete an initial public offering than another exit event. The valuation weighted the income approach and the guideline publicly traded company method of the market approach equally to determine the aggregate equity value before factoring in any discounts or allocations. Because of the factors described above, under the guideline publicly traded company method, we applied a revenue multiple of comparable publicly traded companies that was 25% greater than the valuation prepared as of June 30, 2013, which revenue multiple was within the narrow average revenue multiple of the industry-specific software-as-a-service public comparable companies due to their greater comparability with our business given the industry-specific nature of our software solutions. Our enterprise value reflected a non-marketability discount of 7.5%, down from 10% in the valuation prepared as of June 30, 2013 due to a greater likelihood of a liquidity event. Based on the factors noted above and the valuation, the compensation committee determined that the fair value of our common stock was $9.88 per share on that date, and we granted option awards in September 2013 with an exercise price of $9.88 per share and similarly, for financial reporting purposes, determined the fair value of our common stock for option awards granted in September 2013 to be at $9.88 per share.

October 2013

Our compensation committee set an exercise price of $13.00 per share for option awards granted on October 1, 2013. When assessing the appropriate fair value for purposes of calculating the related stock-based compensation expense for these awards, the compensation committee used $13.00, the midpoint of the price range reflected on the cover page of this prospectus.

Offering Price Range

In late September 2013, in consultation with the underwriters, we determined that our initial public offering price range would be $12.00 to $14.00 per share. We believe the difference between the fair value of our common stock for the September 10, 2013 grants, as determined by our compensation committee, and the initial offering price range is a result of the fact that the price range necessarily assumed that the initial public offering has occurred and a public market for our common stock has been created, and therefore excludes any marketability or illiquidity discount for our common stock, which was appropriately taken into account in our compensation committee’s fair value determinations, as well as the effect of the recent increases in the stock markets generally. In addition, factors that also contributed to the difference, but to a lesser extent, included:

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differences in the methodologies, assumptions and inputs used in the price range analysis compared to the valuation methodologies, assumptions and inputs used in the valuations considered by the compensation committee; and

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the consideration of our growth prospects and recent financial, trading and market statistics of a slightly different set of high-growth technology companies.

Quantitative and Qualitative Disclosures About Market Risk

Foreign currency exchange risk

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, British Pound Sterling and Japanese Yen. Revenues outside of North America as a percentage of revenues were approximately 7%, 22% and 35% in our fiscal years ended January 31, 2011, 2012 and 2013, respectively, and 31% and 40% during the six months ended July 31, 2012 and 2013, respectively. Changes in exchange rates may negatively affect our revenues and other operating results as expressed in U.S. dollars.

We have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. While we have not engaged in the hedging of our foreign currency transactions to date, we are currently evaluating the costs and benefits of initiating such a program and may, in the future, hedge selected significant transactions denominated in currencies other than the U.S. dollar.

Interest rate sensitivity

We had cash, cash equivalents and short-term investments totaling $52.9 million as of July 31, 2013. This amount was invested primarily in commercial paper, corporate notes and bonds, certificates of deposit and money market funds. The cash and cash equivalents are held for working capital purposes. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes.

Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectation due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However because we classify our debt securities as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary. Our fixed-income portfolio is subject to interest rate risk.

We do not believe that an increase or decrease in interest rates of 100-basis points would have a material effect on our operating results or financial condition. Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities.

BUSINESS

Overview

with global regulatory requirements and are available in 27 languages. For our fiscal year ended January 31, 2013, international revenues constituted over one-third of our total revenues. We believe our global presence is a significant strategic asset, as our employees maintain strong local relationships with senior customer executives and obtain valuable feedback on both our existing and potential solutions suited to specific geographies.

Industry Background

The Life Sciences Industry is Large and Growing, with Specific and Complex Technology Needs

The global life sciences industry is one of the largest industries in the world, with over 23,000 life sciences companies of record in 2012. According to MarketLine, in 2012, life sciences companies had combined global revenues of approximately $1.6 trillion, and the industry is expected to grow at a compound annual growth rate of approximately 6% per year through 2016. Life sciences companies face a range of strategic and regulatory opportunities and challenges, requiring substantial investment in IT applications and infrastructure. International Data Corporation (IDC) estimates that life sciences companies spent approximately $44 billion on technology in 2012.

Several global and industry-specific trends are driving growth in the life sciences industry. Some regions and countries that are experiencing rapid population and/or economic growth and change, particularly the emerging markets of Brazil, Russia, India and China, are rapidly improving their healthcare systems and increasing their consumption of pharmaceutical and other life sciences products. Continued advances in healthcare and the increasing financial resources of a growing middle class worldwide are also resulting in increased consumption of life sciences products. In addition, changes in healthcare policies and systems are driving growth, including new programs in the United States, which are anticipated to draw 32 million new patients into the healthcare system by 2014.

The life sciences industry faces a number of regulatory, business and operational pressures that create the need for industry-specific, cloud-based solutions:

Stringent Regulatory Requirements. The industry is subject to compliance regimes that are complex, vary widely by regulatory body and geography and change frequently. Regulations cover virtually every critical aspect of a life sciences company’s business operations, including drug development, manufacturing, medical communications, sales and marketing. Furthermore, the life sciences industry is experiencing increasing levels of scrutiny and regulatory enforcement worldwide. Both regulators and consumers can make information demands and file claims and other actions, costing companies significant time and expense, and that can result in fines of up to billions of dollars, product delays and recalls, consent decrees and criminal penalties including imprisonment. For example, Public Citizen published a report in September 2012 that estimated that total pharmaceutical financial penalties in the United States were approximately $6.6 billion in the first half of 2012. As a result, life sciences companies have highly specific needs for IT applications to ensure regulatory compliance.

Global Expansion. Life sciences companies have significantly increased their international operations across many functions including product development, manufacturing, marketing and distribution. This global expansion has increased the need to collaborate across functions and geographies, both internally and with third parties. Many global life sciences companies require different IT applications to address the local business and regulatory conditions in the countries in which they operate.

Increasing Financial Pressures. Life sciences companies have faced increasing financial pressures in recent years. The largest impact has been from patent expirations for a number of “blockbuster” drugs that had provided companies with strong and predictable revenues and profits. With these patent expirations, lower-priced, generic drugs often enter the market, dramatically reducing pricing and profitability. As a result, companies have a growing need to increase and accelerate their drug development cycle times to replace the lost revenues and profits from these drugs when the patents expire. In addition, governments worldwide are changing their healthcare systems in an effort to more closely manage the approval and reimbursement or payment of healthcare products and drug treatments. As a result of these financial pressures, life sciences companies are undertaking significant strategic and operational initiatives, including significant upgrades to their IT applications and infrastructure, across a range of business functions.

Distinct Business Function Requirements. Life sciences companies typically have separate business functions, including research and development, focused on the development and approval of new products, manufacturing and supply chain, responsible for production, and commercial, for the sales and marketing of products once they receive regulatory approval. The departments in each of these functions typically must comply with specific regulatory requirements, and therefore each has specific IT needs that are frequently addressed by separate technology and business decision makers, IT budgets, purchasing patterns and procurement departments.

Existing Legacy IT Systems Do Not Meet the Needs of Today’s Life Sciences Companies

Although many life sciences companies have made large investments in highly customized, legacy IT systems, these solutions often do not meet the evolving needs of today’s life sciences companies for a number of reasons, including:

Difficult and Expensive to Implement and Maintain. Legacy IT systems have generally been deployed on-premise, requiring substantial investments in infrastructure and resources in order to enhance, upgrade and maintain such systems. Typically, these solutions are highly customized to reflect the industry-specific business processes and existing IT environments of the particular life sciences company. These systems quickly become outdated due to the accelerating changes in the company’s regulatory, business and computing environments and require

significant ongoing professional services to maintain. Changes to software or hardware also typically need to be integrated into other legacy IT systems, resulting in implementation delays and escalating IT costs and complexity.

Lack of Integration. Although many legacy IT systems provide adequate functionality in specific areas, these systems comprise numerous discrete applications that frequently do not integrate well with each other. In order to manage and integrate data across these applications and across broad geographies, many life sciences companies have had to engage in lengthy and expensive custom development and system integration projects. These projects often result in IT systems that are difficult to adapt to changing business or regulatory requirements.

Poor Usability. Many legacy IT systems, including those used to automate and manage sales organizations and support the content management and collaboration functions for highly regulated processes, such as drug development and manufacturing, were originally designed in the late 1990s using client-server technology. These systems typically do not offer intuitive user interfaces and often are incompatible with now commonly used mobile devices. These disadvantages tend to discourage widespread adoption and frequent use of these solutions across the enterprise.

The Emergence of Cloud-Based Solutions

Over the past decade, cloud-based solutions have emerged to enable enterprises to automate and improve a range of business and technology operations, delivered on an “as needed” basis. In comparison to legacy IT systems, cloud-based solutions can provide a number of benefits to enterprises, including improved application performance, broader user adoption, greater flexibility and lower total cost of ownership. Over time, we believe that enterprises will continue to shift their IT budgets from the software, hardware and IT services budgets of legacy, on-premise IT systems to cloud-based solutions.

Horizontal Cloud-Based Solutions Are Not Well Suited to Meet the Needs of Today’s Life Sciences Companies

Today, most cloud-based offerings are horizontal solutions designed to meet common needs across a wide range of industries. These horizontal cloud-based solutions, however, fail to meet the complex, industry-specific needs of life sciences companies for a number of reasons, including:

Inability to Ensure Compliance. Life sciences companies are subject to regulations that require their technology be validated to function in accordance with very specific process and documentation requirements, such as 21 CFR Part 11, the electronic records and electronic signature regulations of the Food and Drug Administration (FDA). Developing and maintaining the systems to ensure this validation and compliance involves significant time, expense and risk. Horizontal cloud vendors typically do not have the deep industry and regulatory knowledge required to provide life sciences companies with validated systems to support their compliance with these regulations.

Lack of Offline Functionality. Horizontal cloud-based solutions and their underlying architectures were developed to maximize performance using an internet connection. Horizontal cloud-based solutions, therefore, typically rely heavily on high-bandwidth connectivity to the internet in order to deliver their services.

Pharmaceutical sales representatives, however, require the ability to conduct their daily activities, such as displaying rich media product demonstrations to physicians, on a mobile device within a compressed and unpredictable window of time, without needing to rely on the availability of an internet connection. As a result, horizontal cloud-based solutions are poorly equipped to deliver this required level of offline functionality.

The Opportunity for Industry Cloud in Life Sciences

Our Industry Cloud Solutions

Our Industry Cloud solutions include the following key attributes:

Deep, Industry-Specific Functionality. Our solutions have been designed and developed for the specific needs of the global life sciences industry. For example, Veeva CRM was developed to provide highly specific functionality crucial to salesperson productivity, including healthcare affiliations management, compliant activity management, closed-loop marketing, order management and sample disbursement tracking with signature capture. Veeva CRM includes different business rules, functionality and configurations to meet customer requirements across multiple geographies. Our Veeva Vault solution for regulated content management and collaboration addresses the most important content management needs of life sciences companies including clinical trials documentation, quality management, promotional materials management and new drug submissions. Our Veeva Network solution provides detailed healthcare provider and healthcare organization data, cloud-based customer master software and data stewardship services that are integrated with Veeva CRM.

Multi-Tenant Architectures. Our solutions use multi-tenant architectures. A multi-tenant architecture is one that allows multiple customers to use the same hardware and software infrastructure while keeping each customer’s data logically separated. As a result, all of our customers run the same version of our applications while their data is securely partitioned. Customers share our IT resources and operational infrastructure, which enables us to accelerate our speed of implementation, upgrades and support. Because we do not need to customize our solutions for individual customers, our customers benefit from greater scalability, reliability and performance, as well as faster innovation. In addition, our multi-tenant architectures enable us to collect and analyze data in real-time, providing deep insights into application performance and customer usage, and allow us to leverage data provided or updated by one customer to improve the data made available to all customers.

Validated Systems. Our solutions are designed, developed and maintained to enable our customers to satisfy stringent system validation requirements. Life sciences companies are subject to regulations that require them to

certify that their technology will function as designed, which can involve significant upfront and ongoing expense in development and maintenance. To help our customers comply with these regulations, we validate each version of our solutions for compliance with regulations such as 21 CFR Part 11 and EU Annex 11, using a recognized third-party firm. Our solutions enable our customers to comply with the installation qualification (IQ) and operational qualification (OQ) steps in the validation process without further validation effort by our customers. As a result, we believe our customers can realize significant cost savings and improved regulatory compliance.

Modular and Integrated Solutions. Our solutions are designed to be deployed in a modular fashion. Customers are able to purchase and deploy our technology as needed to solve immediate business needs, and subsequently purchase and deploy additional functionality deeper into their companies. These applications and platforms are developed to rapidly integrate and interface with their existing applications, data and technologies, and in addition, are optimized to work with our other solutions.

Mobility and Offline Functionality. Certain capabilities of our Veeva CRM solutions can function offline on common mobile devices. Pharmaceutical sales representatives cannot rely on an internet connection for their crucial interactions with physicians, which often occur during short, unpredictable windows of time. We developed Veeva CRM, for example, to maximize offline functionality, so that sales representatives have access to rich content presentations, signature capture and other needs in order to maximize the productivity of their physician interactions when disconnected from the internet. Over 75% of our Veeva CRM customers utilize Veeva iRep, our proprietary, offline mobile application for the iPad, to access our Veeva CRM solution.

“Best Practices” Updates. Our solutions are regularly updated to capture best-in-class business processes from companies across the global life sciences industry. As we work closely with our customer base in multiple geographies and industry segments, we obtain valuable insights into current industry best practices and needs, enabling us to efficiently improve our offerings. We update our solutions several times per year, incorporating such improvements, and our customers quickly benefit from our insights and advances.

User-Friendly Interface. The user interface for our cloud-based solutions is designed to be simple, flexible and intuitive. In addition, we have developed our mobile applications using the most appropriate technology for each mobile operating system we support, such as iOS for our iPad application. This additional level of investment allows us to deliver the most user-friendly experience on each mobile platform. We believe these user-friendly characteristics result in greater user adoption, higher utilization and more time spent on productive tasks.

Global Focus. Our strategy has been to build a global enterprise to serve the needs of life sciences companies worldwide. As of July 31, 2013, we had approximately 190 employees located outside North America, primarily in Europe, Japan and China. Our global focus and presence enables us to remain abreast of regulatory, business and other trends. This allows us to incorporate new regulatory frameworks and functional requirements more quickly into our solutions, which allows our customers to comply more rapidly with highly complex and changing regulations.

Our Industry Cloud solutions provide the following key benefits for our customers:

Improved Sales and Marketing Productivity. Life sciences companies are highly dependent on maximizing the productivity of their sales representatives’ interactions with physicians. By enabling representatives to better prioritize, prepare for and follow up on these interactions, Veeva CRM solutions enable sales representatives to focus more time on revenue-generating activities. Veeva CRM also enables customers to improve the coordination with external organizations, such as contract sales organizations (CSOs), in developing and executing sales and marketing campaigns. Veeva Vault enables customers to improve the coordination between sales and marketing, allowing marketing teams to more rapidly develop, approve and disseminate regulated marketing materials used by sales representatives and in other communication channels.

More Efficient New Product Development. Life sciences companies are under pressure to develop and submit applications for regulatory approval for new drugs quickly and efficiently. Veeva Vault helps companies

store, organize and facilitate collaboration with respect to the tens of thousands of documents required for new drug development and application processes. Veeva Vault applications enable research and development organizations to improve and accelerate collaboration among both internal employees and external partners that is required to manage their drug development processes.

Reduced Total Cost of Ownership. Our solutions include applications, infrastructure, maintenance, monitoring, integration, storage, security, disaster recovery, customer support and upgrades, which reduce customer cost and time spent relative to legacy IT systems. We believe that, over the long term, our solutions offer a lower total cost of ownership relative to the capital expenditures, customization, IT services and other expenses associated with legacy IT systems.

Improved Analytical Insights. We believe our solutions provide our customers with real-time insights into their business performance across a wide number of areas and metrics, enabling them to better manage and coordinate their operations. Companies can monitor and analyze process performance, identify existing or potential bottlenecks and quickly implement process improvements with easy-to-use reports and dashboards. In addition, they benefit from our ability to collect, analyze and leverage data across the customers in our Industry Cloud to regularly deliver improvements to our solutions.

Frequent Updates. We develop and deliver upgrades to each of our solutions several times per year. We deploy our upgrades rapidly to all of our customers, who all operate on the latest version and each have access to best-in-class applications as soon as we release them. This provides our customers with a greatly simplified IT architecture, compared to legacy IT systems that may involve multiple versions of the same application within a single company, requiring ongoing integration and maintenance costs.

Improved Regulatory Compliance. Our solutions enable customers to maintain or improve their global compliance levels across a wide range of regulatory requirements. We provide frequent updates on changes to regulations or regulatory frameworks as part of our regularly scheduled upgrades. Each update undergoes validation testing against relevant regulatory standards by an independent third party. As a result, we believe our customers can realize significant cost savings and improved regulatory compliance.

Our Growth Strategy

Our growth strategy is to deliver increasingly valuable Industry Cloud solutions for life sciences companies worldwide. Key elements of our growth strategy include:

Focus on Customer Success. Customer success is at the core of everything we do. We believe much of our success to date has been due to our focused commitment to the business success of our customers. We plan to continue to recruit, hire and develop employees who are highly focused on delivering customer success. We believe this approach will continue to produce high levels of customer success, resulting in greater adoption of our solutions and recommendations and referrals from existing customers to potential new customers.

Deepen Existing Customer Relationships Within Commercial Departments of Life Sciences Companies. Many of our customers begin their deployment of our solutions with a limited number of users, and less than our complete set of available solutions. We believe that as customers realize the benefits of our solutions, they will increase the number of users and the number of solutions used. For example, as we have introduced new customer relationship management and regulated content management and collaboration related applications, such as Veeva CLM and Vault PromoMats, many of our Veeva CRM customers have expanded their existing implementations to include them. We have also recently announced Veeva Network, our customer master solution. We intend to increase the number of users within our existing customers and to grow the number of Veeva CRM, Veeva Vault and Veeva Network applications used by commercial departments of life sciences companies.

Establish and Expand Our Customer Relationships Within Research and Development Departments of Life Sciences Companies. Veeva Vault allows us to broaden our focus to include the research and development

departments in life sciences companies, as well as to expand to other specialized companies, such as contract research organizations (CROs) and contract manufacturing organizations (CMOs). We introduced Veeva Vault applications in late 2012 to meet the specific needs of research and development departments of life sciences companies to manage complex, content-centric processes, such as the collection, management and organization of thousands of documents during clinical trials and the global management of standard operating procedures (SOPs). We intend to increase the adoption of our regulated content management and collaboration solutions by increasing the size of our sales force, enabling us to market our Veeva Vault solutions to an expanded set of customers in research and development departments of life sciences companies.

Expand Our Customer Base. We believe the market for cloud-based business applications for life sciences companies is large and underserved. IDC estimates that life sciences companies spent approximately $44 billion on technology in 2012. As of August 31, 2013, we served approximately 170 of the more than 23,000 life sciences companies worldwide. We believe there is a substantial opportunity for us to continue to increase the size of our customer base with both large and small life sciences companies globally through the efforts of our growing domestic and international sales forces.

Continue to Enhance Existing Offerings and Develop New Industry Cloud Solutions. We have made, and will continue to make, significant investments in research and development to enhance our existing solutions, expand the number of our applications and further develop our solutions. We intend to continue to offer multiple upgrades each year designed to enable our customers to benefit from ongoing innovations, expanded geographical reach, updated regulatory compliance and additional mobile platforms. We intend to continue to work closely with our customers to develop and execute upon our solution roadmap. For example, we are currently introducing our Veeva Network solution to provide customer data and data management capabilities, which we developed based on feedback from life sciences customers regarding their most pressing IT needs.

Continue to Expand Internationally. We have a significant international presence today, particularly in Europe, China and Japan, and our solutions have been deployed in over 75 countries. We believe our global presence is a significant strategic asset, and our employees maintain strong local relationships with senior customer executives, obtain valuable feedback on our current solutions and future customer needs and improve our ability to help customers maintain compliance with global regulatory requirements. We plan to continue to invest in new geographies where leading life sciences companies operate, including in the areas of salespeople and sales channels, professional services, customer support and services partnerships.

Veeva Solutions

Our Industry Cloud solutions currently include customer relationship management solutions, regulated content management and collaboration solutions and customer master solutions that enable life sciences companies to increase revenues and maximize profitability while achieving and maintaining compliance with applicable regulatory requirements. Our solutions enable pharmaceutical and other life sciences companies to realize the benefits of modern cloud-based architectures and mobile applications for their most critical business functions, without compromising industry-specific functionality or regulatory compliance.

Regulated, Multi-channel Customer Relationship Management

Veeva CRM, our solution for customer relationship management, allows pharmaceutical and biotechnology companies to market and sell more efficiently, effectively and compliantly to physicians, other healthcare providers and healthcare organizations. Veeva CRM enables physician-facing employees such as pharmaceutical sales representatives, key account managers and scientific liaisons to manage, track and optimize interactions with healthcare providers across multiple communication channels utilizing a single, integrated solution.

To support the life sciences industry’s unique business processes and regulatory compliance requirements, Veeva CRM provides highly specialized functionality such as prescription drug sample management with

electronic signature capture, the management of complex affiliations between physicians and the organizations where they work and the capture of medical inquiries from physicians.

In order to deliver the best possible functionality and user experience, we have designed and built a specific application for each mobile device platform we support, including iPads, Windows-based laptops and tablet PCs and Blackberry devices. We are currently developing Windows 8 mobile capabilities.

Veeva CRM uses the Salesforce Platform, combined with our own proprietary technology. Using the Salesforce Platform enables customers to deploy fully integrated call center, customer portal and other applications. In addition, salesforce.com, inc.’s established enterprise cloud-computing platform and hosting infrastructure helps our customers benefit from high levels of reliability, scalability and performance.

Additional applications for the Veeva CRM solution include:

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Veeva CLM provides closed-loop marketing capabilities for use in face-to-face interactions with physicians. Veeva CLM allows customers to replace paper-based materials with interactive electronic marketing presentations while controlling the storage, distribution, presentation and tracking of marketing materials.

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Veeva iRep, our proprietary mobile application that runs on the Apple iPad, combines the key functionality of Veeva CRM and Veeva CLM to provide users with functionality that helps maximize productivity in the field. Veeva iRep was designed to provide the functionality needed for pharmaceutical sales representatives and other users to accomplish mission critical tasks in locations, such as hospitals and physicians’ offices, whether or not an internet connection is available. Veeva iRep synchronizes to Veeva CRM when connected to the internet. When synchronizing, Veeva iRep uploads to Veeva CRM data captured while operating off-line, such as data regarding drug samples provided to physicians, and downloads data updates from Veeva CRM, such as updated physician contact information.

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Veeva CRM Approved Email provides for the management, delivery and tracking of regulatory compliant email communication between sales representatives and physicians. Veeva CRM Approved Email includes capabilities to ensure compliant communications, such as managing physician email opt-in and opt-out. In addition, through integration with Veeva Vault, Veeva CRM Approved Email helps customers ensure that only the latest approved email templates and documents can be delivered to physicians, helping to ensure regulatory compliance.

Regulated Content Management and Collaboration

Veeva Vault, our cloud-based content management and collaboration solution, is used by our customers to manage content-centric processes across key departments within a life sciences company, including clinical trials, quality management, manufacturing, sales and marketing. Veeva Vault consists of our proprietary Vault Platform and six business process specific applications. Veeva Vault applications each include a pre-built data model, pre-defined workflows and the functionality required to support specific business processes. Veeva Vault can be deployed as a single integrated solution across multiple applications, enabling our customers to manage all their important documents in a single, global system.

The Vault Platform is built from the ground up to meet the rigorous content management requirements of the life sciences industry. Delivered as a multi-tenant, cloud-based service, the Vault Platform provides infrastructure and security such as high availability, real-time upgrades, disaster recovery and data backups, data encryption and a comprehensive audit trail that records every action against every document, enabling customers to manage their highly regulated content. In addition, the Vault Platform offers functionality that is delivered across all the Veeva Vault applications, such as searching, content viewing and annotation, comprehensive workflow and approvals, electronic signatures, reporting and open application programming interfaces to allow for integration with other systems. The Vault Platform also includes a configuration toolset that allows customers to create their own Veeva Vault applications.

The Veeva Vault applications primarily for use by research and development departments of life sciences companies include:

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Veeva Vault eTMF is an electronic trial master file application that manages the repository of important documents for active and archived clinical trials. In addition, Vault eTMF also enables collaboration between the life sciences company sponsoring the trial and its outsourced partners such as CROs. All clinical trial documents are organized in Vault eTMF according to industry accepted guidelines in order to speed the transition from clinical trials to submission for regulatory approval.

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Veeva Vault Investigator Portal manages the collection of documentation and collaboration among trial sponsors, trial sites and the researchers conducting the trials, known as investigators. Rather than faxing documentation or buying a separate secure file exchange, our customers can deploy the Vault Investigator Portal with Vault eTMF to streamline document collection and organization while complying with strict industry regulations relating to electronic record keeping systems.

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Veeva Vault Submissions helps life sciences companies to gather and organize all the documents and other content that will be included in a regulatory submission to a healthcare authority, such as the FDA. Vault Submissions organizes all content according to industry accepted guidelines which helps to speed the time to regulatory submission by providing a single place for all researchers, CROs and other collaboration partners to prepare and manage the entire content life cycle.

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Veeva Vault QualityDocs enables the creation, review, approval, distribution and management of controlled documents, such as SOPs, manufacturing recipes and specifications. All life sciences companies that are developing or selling regulated products must have a quality management system in place. Vault QualityDocs includes the functionality required to manage these processes, including the ability for customers’ employees to mark documents as “read and understood” for training purposes, and the ability to include a watermark on a document when viewed, printed or shared.

The Veeva Vault applications primarily for use by commercial departments of life sciences companies include:

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Veeva Vault PromoMats manages the end-to-end process for the development, approval, distribution, expiration and withdrawal of promotional materials. These include advertisements, brochures, television and radio commercials and interactive presentations that life sciences companies use to promote their products. Vault PromoMats also manages the collaboration between brand marketing teams, regulatory teams and their external marketing agencies, including the medical, legal and regulatory review processes. Vault PromoMats includes real-time online annotation, content linking and references and the ability to automatically withdraw content once it has changed or expires.

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Veeva Vault MedComms provides life sciences companies with a single, validated source of medical content across multiple channels and geographies. Medical content is used by life sciences companies for all the verbal and written communications with healthcare providers and patients, including approved answers to questions received through a call center or company website. In addition to storing approved medical content, Vault MedComms also includes functionality for managing the processes of reviewing and approving new medical content.

Customer Master Data Management

Veeva Network, our cloud-based customer master solution, is designed to help life sciences companies create and maintain a single, complete and accurate record of the healthcare professionals and healthcare organizations with which they interact. Veeva Network combines Veeva’s proprietary database of healthcare professional, healthcare organization and other supplemental data with cloud-based master software and data stewardship services to provide life sciences companies with a more complete customer master solution. Veeva Network is fully integrated with Veeva CRM in order to make the most up-to-date healthcare professional and healthcare organization data available to sales and marketing users. Veeva Network will be generally available in late 2013. It is currently under limited release to a limited set of early customers.

Veeva Network users access and update our Network Provider Database through our multi-tenant cloud-based solutions. Our multi-tenant architecture allows us to leverage updates users make to healthcare professional and healthcare organization data to continually improve our Network Provider Database. This ability to gather and validate data over a large number of users, often referred to as crowdsourcing, enables the data provided via the Veeva Network solution to improve for all users, a process commonly referred to as a network effect. We believe this network effect is illustrative of the type of benefit that can best be achieved by industry cloud solutions.

Veeva Network is comprised of the following data, software and services:

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Veeva Network Provider Database is Veeva’s proprietary database of healthcare professionals and healthcare organizations in the United States and China including demographic and license information, affiliations and other key profile data. The Veeva Network Provider Database replaces the need for a number of disparate external data feeds. Data is gathered from state, federal and industry sources, and is supplemented by the network effect as life sciences companies update their records in Veeva Network.

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Veeva Network Customer Master is an industry-specific, cloud-based customer master software solution that de-duplicates, standardizes and cleanses healthcare provider and organization data from multiple systems and data sources, including the Network Provider Database, to arrive at a single, consolidated customer master record.

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Veeva Network Data Stewardship Services further reduce the cost and complexity of managing healthcare professional and healthcare organization data. Instead of maintaining dedicated in-house data stewards to verify internal updates to data, Veeva’s Data Stewardship Services can manage these processes on behalf of our customers, including research and outbound calls to verify data accuracy.

Professional Services and Support

In addition to cloud-based solutions that meet the specific needs of our life sciences customers, we also offer professional services to help customers maximize the value they get from those solutions. The people on these teams have a combination of life sciences industry expertise, project management skills and deep technical acumen that we believe our customers highly value. Our professional services teams often work together with our systems integrator partners to deliver projects. We offer professional services in the following areas:

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implementation and deployment planning and project management;

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requirements analysis, solution design and configuration;

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systems environment management and deployment services;

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training on our solutions; and

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ongoing managed services, such as outsourced systems administration.

Our professional services teams are organized based on separate research and development and commercial competencies so that members of our professional services team can also provide knowledge and best practices advice for the research and development and commercial departments of our customers.

Our Customers

As of August 31, 2013, we served approximately 170 life sciences customers, including 33 of the top 50 global pharmaceutical companies, with users deployed in over 75 countries. For an explanation of how we define our current customers, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations.” We deliver solutions to companies throughout the life

sciences industry, including pharmaceuticals, biotechnology, medical products and CSOs. Our customers range from the largest global pharmaceutical companies such as Bayer AG, Boehringer Ingelheim GmbH, Eli Lilly and Company, Gilead Sciences, Inc., Merck & Co., Inc. and Novartis International AG, to smaller companies including Accera, Inc., Grupo Ferrer Internacional S.A., Ironwood Pharmaceuticals, Inc. and LEO Pharma A/S. Many of our customers initially deploy our solutions for a subset of their employees and grow the number of users over time. For our fiscal year ended January 31, 2013, two customers, Eli Lilly and Novartis and related entities, each represented more than 10% of our total revenues. For additional information regarding our customers that represented more than 10% of our total revenues, please see note 2 of the notes to our consolidated financial statements. For a summary of our financial information by geographic location, please see note 15 of the notes to our consolidated financial statements.

Our Culture and Employees

We have built our culture around the success of our customers. We believe that life sciences enterprise customers seek a limited number of trusted technology partners to work with closely on their most strategic technology needs. We seek to build deep relationships with our customers, which in turn help us shape our product roadmap to best meet the needs and address the priorities of our customers. We believe that our cloud-based architecture and life sciences industry focus enable this virtuous cycle of product improvement. As a result, our customers have become a strategic aspect of our business development and sales process, as they refer others to our solutions.

We have carefully built our culture by recruiting, selecting and developing employees who are highly focused on delivering success for customers. This is a crucial element of our hiring and evaluation processes throughout all departments. We believe this approach produces high levels of both customer success and employee satisfaction.

We also believe we provide employees a unique opportunity to develop and sell world-class cloud-based applications and platforms within a specific industry. Historically, software developers had to choose between developing platforms for a broad, but generic set of customers, and building industry-specific solutions with limited further applicability. Our Industry Cloud approach empowers developers to build important applications and platforms that can become the standard in our industry while enabling sales personnel to sell a growing portfolio of solutions to a focused, deep set of life sciences companies. We believe that this unique opportunity will allow us to continue to attract top talent for our product development and sales efforts.

As of July 31, 2013, we employed 593 people. We also engage temporary employees and consultants. None of our employees is represented by a labor union. We have not experienced any work stoppages, and we consider our relations with our employees to be very good.

Technology Infrastructure and Operations

Our solutions utilize a pod-based architecture in multiple data centers that allow for scalability, operational simplicity and security. Our solutions are hosted in data centers located in Virginia, California and Japan. We utilize third-parties to provide our data center infrastructure and manage the hardware on which our solutions operate. We utilize industry standard hardware in redundant configurations to minimize service interruptions. We also utilize multiple domain name service providers to lessen the potential for network-related disruptions.

Our technology is based on multi-tenant architectures that apply common, consistent management practices for all customers using our solutions. We enable multiple customers to share the same version of our solutions while securely partitioning their respective data. Portions of our Veeva CRM solution are built on the Salesforce Platform. Our Veeva Vault solutions are built upon our proprietary Vault Platform. We built the proprietary portions of our technology stack using recognized open source components. The technologies include the Red Hat Enterprise Linux operating system, MySQL database, Apache Solr for search and Apache Tomcat and Resin for the application server.

Our solutions have historically achieved uptimes in excess of 99.9%. We continually monitor our infrastructure for any sign of failure or pending failure, and we take preemptive action to attempt to minimize or

prevent downtime. Our data centers employ advanced measures to ensure physical integrity and security, including redundant power and cooling systems, fire and flood prevention mechanisms, continual security coverage, biometric readers at entry points and anonymous exteriors. We also implement various disaster recovery measures, including full replication of hardware and data in our geographically distinct data centers, such that data loss would be minimized in the event of data center disaster.

All users are authenticated, authorized and validated before they can access our solutions. Users must have a valid user ID and associated password to log on to our solutions. Our configurable security model allows different groups of users to have different levels of access to our solutions. Our solutions’ vulnerability is tested using internal tools prior to release, and we employ a third party to perform penetration and vulnerability tests on our solutions on a semi-annual basis.

Sales and Marketing

We sell our solutions through our direct sales organization and had sales representatives in 13 countries as of July 31, 2013. Our sales force is managed regionally by general managers in North America, Europe and Asia Pacific who are responsible for all sales, professional services and customer success in each of their geographies. We believe this provides for an integrated view of the customer relationship as well as higher levels of local and regional focus on our customers.

Life sciences companies are typically organized by the major functions of research and development for the creation and development of new solutions, and commercial, for the sales and marketing of those solutions once they are approved for use. In large life sciences companies, research and development and commercial business lines may also have separate technology and business decision makers. Accordingly, we market and sell our solutions to align with the distinct characteristics of the research and development buyer and the commercial buyer. Within each region, we have research and development and commercial sales teams. Each of these teams is further divided to sell to the largest global pharmaceutical companies and to smaller life sciences companies.

We believe the combination of our industry-focus and commitment to customer success provides strategic advantage and allows us to more efficiently market and sell our solutions as compared to horizontal cloud-based companies. Our awareness, demand generation and sales cultivation programs are focused and designed to be cost efficient because we target only the life sciences industry buyers. We believe that we further benefit from word-of-mouth marketing as customers endorse our solutions to their industry peers. This allows us to focus our sales and marketing efforts without the need for a larger number of sales executives.

Partnerships

We maintain relationships with providers of implementation services, software and content that provide a range of complementary solutions and services to our customers. Our partners are integral to our customer success, and we intend to continue to expand our partnerships to build additional implementation and service capacity, software integrations and content provider relationships.

Our global systems integrator partners, including Cognizant Technology Solutions UK Limited and Deloitte Consulting LLP, and life sciences specialty firms deliver implementation and support services. Collectively, our partners have more than 500 Veeva-trained resources worldwide.

Through our software partnerships, customers benefit from pre-built, fully-supported integrations with complementary data and specialty software applications such as drug sample reconciliation, electronic data capture for clinical trials and expense management.

Our content partner program includes more than 100 digital and advertising agencies that life sciences companies rely upon to create marketing and other promotional materials that may be used in connection with Veeva iRep and Vault PromoMats.

Our Relationship with salesforce.com

Veeva CRM utilizes the Salesforce Platform from salesforce.com. We are salesforce.com’s preferred and recommended Salesforce Platform application provider of sales automation solutions for drug makers in the pharmaceutical and biotechnology industry. Our agreement provides that, subject to certain exceptions and specified limited remedies for breach, salesforce.com will not position, develop, promote, invest in or acquire applications directly competitive to the Veeva CRM solution for sales automation that directly target drug makers in the pharmaceutical and biotechnology markets. Our agreement allows us to provide our customers with rights to the Salesforce Platform Unlimited Edition for use as combined with the proprietary aspects of our Veeva CRM solution. Under our agreement, salesforce.com provides the hosting infrastructure and data center for portions of the Veeva CRM solution, as well as the system administration, configuration, reporting and other platform level functionality. In exchange, we pay salesforce.com a fee. Our current agreement with salesforce.com expires in September 2015 and is renewable for five-year periods upon mutual agreement. If either party elects not to renew, the agreement provides for a five-year wind-down period in which we would be able to continue providing the Salesforce Platform as combined with the proprietary aspects of our Veeva CRM solution to our existing customers but would be limited with respect to the number of additional subscriptions we could sell to our existing customers. We believe that we have a mutually beneficial strategic relationship with salesforce.com.

Quality and Compliance

Our customers use our solutions for business activities that are subject to a complex regime of global healthcare laws and regulations. In order to best serve our customers, we must ensure that the data processed by our systems are accurate and secure and that they retain the level of confidentiality and privacy commensurate with the type of information managed. To comply with IT healthcare regulations, industry-specific capabilities must be designed for and embedded in all of our solutions. These capabilities include: robust audit trail tracking, compliant electronic signature capture, data encryption and secure access controls. In addition to design requirements, our solutions must be thoroughly tested to comply with the regulations that apply to electronic record keeping systems for the life sciences industry, which include:



Regulation		Regulation Description

21 CFR 820.75		U.S. FDA device regulation on system validation

21 CFR 211.68		U.S. FDA pharma GMP regulation on system validation

21 CFR 11		U.S. FDA requirement for maintenance of electronic records

EU Annex 11		EU GMP requirement for maintenance of electronic records

21 CFR 203		Drug sample tracking as required by the Prescription Drug Marketing Act

Each version of our solutions undergoes validation testing against these and other relevant standards by an independent third party that performs IQ and OQ, develops a validation plan, executes the protocols and writes the validation report. The results of each independent validation are then reviewed and confirmed by our quality and compliance team. As such, we maintain a dedicated team of quality and compliance experts that manages our processes for meeting the requirements of the FDA and other global life sciences regulatory agencies. The functions of this quality and compliance team include three separate domains, each managed by a responsible area head:

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quality systems oversees resource management, document management, computer validation and quality oversight;

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compliance oversees audit management, supplier management and regulatory intelligence; and

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the security office oversees information security and data privacy, security awareness training and security incident management.

Veeva has designed and implemented a Quality Management System (QMS) that is aligned with our customers’ regulatory standards for IT compliance. Our QMS is maintained in our own Veeva Vault QualityDocs application. A compliant QMS in the healthcare regulated environment entails:

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a comprehensive set of policies and procedures;

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an independent quality assurance function that oversees development and maintenance of our software;

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audit support of our customers’ regulatory obligation to perform due diligence on their suppliers;

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computer systems validation aligned with healthcare industry best practices as outlined in published regulatory standards;

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a resource management program to ensure employees have the requisite demonstrable level of experience and training;

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a risk management program to identify product realization and other business risks; and

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an information security program to ensure IT controls conform to established standards.

With respect to data privacy, in particular, we self-certify to the EU and Swiss Safe Harbor framework on an annual basis, to ensure that our customers based in Europe have adequate assurance of our data privacy controls.

Our quality and compliance team also manages the process of customer audits, which is often a required due diligence step in customer purchase decisions. We believe our approach to quality and compliance is a reflection of our focus on customer success and is a competitive differentiator.

Research and Development

Our ability to compete depends in large part on our continuous commitment to research and development and our ability to rapidly introduce new applications, technologies, features and functionality. Our research and development organization is responsible for the design, development and testing of our solutions and applications. Based on customer feedback and needs, we focus our efforts on developing new solutions functionality, applications and core technologies and further enhancing the usability, functionality, reliability, performance and flexibility of existing solutions and applications.

Research and development expenses were $3.6 million, $7.8 million and $14.6 million for our fiscal years ended January 31, 2011, 2012 and 2013, respectively.

Competition

The overall market for life sciences software is global, rapidly evolving, highly competitive and subject to changing regulations, technology and shifting customer needs. The solutions and applications offered by our competitors vary in size, breadth and scope.

Our Veeva CRM solutions compete with offerings from large global enterprise software vendors, such as Oracle Corporation, and also compete with life sciences-specific customer relationship management providers, such as Cegedim SA. A number of vendors of cloud-based and on-premise customer relationship management applications that address only a portion of one of our customer relationship management solutions provide additional competition.

Our regulated content management and collaboration solutions compete with offerings from large global content management platform vendors such as EMC Corporation, Microsoft Corporation and OpenText Corporation. We also compete with professional services companies that provide solutions on these platforms, such as Computer Sciences Corporation, and with other life sciences specific providers. In the future, providers of horizontal cloud-based storage products may seek to compete with our regulated content management and collaboration solutions.

We also expect continued consolidation among cloud-based technology companies that could lead to significantly increased competition.

We believe the principal competitive factors in our market include the following:

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level of customer satisfaction;

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regulatory compliance verification and functionality;

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domain expertise with respect to life sciences;

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ease of deployment and use of solutions and applications;

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breadth and depth of solution and application functionality;

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brand awareness and reputation;

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modern and adaptive technology platform;

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capability for customization, configurability, integration, security, scalability and reliability of applications;

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total cost of ownership;

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ability to innovate and respond to customer needs rapidly;

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size of customer base and level of user adoption; and

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ability to integrate with legacy enterprise infrastructures and third-party applications.

We believe that we compete favorably on the basis of these factors and that the domain expertise required for developing and deploying successful solutions in the life sciences industry may hinder new entrants that are unable to invest the necessary capital to develop solutions that can address the functionality, requirements and regulatory compliance capabilities needed for the life sciences industry. Our ability to remain competitive will largely depend on our ongoing performance in the areas of solution and application development and customer support.

Intellectual Property

We rely on a combination of trade secrets, copyrights and trademarks, as well as contractual protections, to establish and protect our intellectual property rights. We have only recently begun to develop a strategy to seek patent protections for our technology. We require our employees, consultants and other third parties to enter into confidentiality and proprietary rights agreements and control access to software, documentation and other proprietary information. Although we rely on our intellectual property rights, as well as contractual protections to establish and protect our proprietary rights, we believe that factors such as the technological and creative skills of our personnel, creation of new features and functionality and frequent enhancements to our applications are essential to establishing and maintaining our technology leadership position as provider of software solutions and applications to the life sciences industry.

Despite our efforts to protect our proprietary technology and our intellectual property rights, unauthorized parties may attempt to copy or obtain and use our technology to develop applications with the same functionality as our application. Policing unauthorized use of our technology and intellectual property rights is difficult.

We expect that we and others in our industry may be subject to third-party infringement claims as the number of competitors grows and the functionality of applications in different industry segments overlaps. Any of these third parties might make a claim of infringement against us at any time.

Facilities

Our corporate headquarters, which includes our operations and research and development facilities, is located in Pleasanton, California. We operate under five leases in the same building in Pleasanton consisting of approximately 17,300, 7,900, 3,600, 3,000 and 1,400 square feet of space, respectively. These leases expire on January 31, 2019, January 31, 2017, January 31, 2015, January 31, 2016 and one lease is on a month-to-month basis, respectively.

We also lease offices in San Francisco, California; Columbus, Ohio; Radnor, Pennsylvania; Canada; China; England; France; Hungary; Japan and Spain. We expect to expand our facilities capacity, including at our corporate headquarters and in certain field locations during our fiscal year ended January 31, 2014. We may further expand our facilities capacity after January 31, 2014 as our employee base grows. We believe that we will be able to obtain additional space on commercially reasonable terms.

Legal Proceedings

On August 6, 2013, Prolifiq Software, Inc. (Prolifiq) filed a patent infringement lawsuit against us in the U.S. District Court for the Northern District of California, and on September 10, 2013, Prolifiq amended its complaint. The amended complaint alleges that our manufacture, use, offer for sale and sale of Veeva CRM Approved Email infringes U.S. Patent Nos. 7,634,556, 7,007,317, 8,296,378, 7,966,374 and 8,171,077 held by Prolifiq. The amended complaint seeks unspecified monetary damages, costs and injunctive relief against us. We intend to vigorously defend this lawsuit. Based on the early stage of the claims and evaluation of the facts available at this time, the amount or range of reasonable possible losses to which we are exposed cannot be estimated and the ultimate resolution of this matter and the associated financial impact, if any, remains uncertain at this time. While Veeva CRM Approved Email revenues have represented a very minor portion of our total revenues, intellectual property litigation is subject to inherent uncertainties, and there can be no assurance that the expenses associated with defending any litigation or the resolution of this dispute would not have a material adverse impact on our results of operations or cash flows.

From time to time, we may be involved in other legal proceedings and subject to claims incident to the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, we believe we are not currently a party to any legal proceedings the outcome of which, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition. Regardless of the outcome, such proceedings can have an adverse impact on us because of defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

MANAGEMENT

Executive Officers and Directors

Our executive officers and directors, and their ages and positions as of August 31, 2013, are set forth below:


Name	Age		Position(s)

Peter P. Gassner		48	Chief Executive Officer and Director

Matthew J. Wallach		41	President

Timothy S. Cabral		46	Chief Financial Officer

Josh Faddis		41	Vice President, General Counsel and Corporate Secretary

Mark Armenante⁽¹⁾⁽³⁾		61	Director

Ronald E.F. Codd⁽¹⁾⁽²⁾		57	Director

Gordon Ritter⁽¹⁾⁽²⁾		48	Chairman of the Board

Young Sohn		55	Director

Kevin Spain⁽³⁾		41	Director

(1)

Member of audit committee.

(2)

Member of compensation committee.

(3)

Member of nominating and governance committee.

Peter P. Gassner is one of our founders and has served as our Chief Executive Officer and one of our directors since January 2007. Prior to joining Veeva, Mr. Gassner was Senior Vice President of Technology at salesforce.com, inc., a provider of enterprise cloud computing solutions, from July 2003 to June 2005, where he led the development effort to extend the Salesforce Platform to the enterprise. Prior to his time with salesforce.com, Mr. Gassner was with PeopleSoft, Inc., a provider of enterprise application software, from January 1995 to June 2003. At PeopleSoft, he served as Chief Architect and General Manager responsible for development, strategy, marketing and deployment of PeopleTools, the architecture underlying PeopleSoft’s application suite. Mr. Gassner began his career with International Business Machines Corporation (IBM). At IBM, Mr. Gassner conducted research and development on relational database technology, including the DB2 database. Mr. Gassner earned a Bachelor of Science degree in Computer Science from Oregon State University. Our board of directors determined that Mr. Gassner should serve as a director based on his position as one of our founders and as our Chief Executive Officer, his extensive experience in general management and software and platform development and his experience in the software industry.

Matthew J. Wallach is one of our founders and has served in various senior executive roles since joining Veeva in March 2007. He currently serves as our President and prior to that served as our Chief Strategy Officer from September 2010 to August 2013. Between April 2005 and March 2007, Mr. Wallach served as Chief Marketing Officer at Health Market Science, Inc., a supplier of healthcare data solutions. From January 2004 to December 2004, Mr. Wallach served as Vice President of Marketing and Product Management at IntelliChem, Inc., a provider of scientific content management solutions. Mr. Wallach was previously the General Manager of the Pharmaceuticals & Biotechnology division at Siebel Systems, Inc., a customer relationship management software company, from August 1998 to December 2003. Mr. Wallach earned a Bachelor of Arts degree in Economics from Yale University and a Master of Business Administration from the Harvard Business School.

Timothy S. Cabral has served as our Chief Financial Officer since February 2010. Prior to joining Veeva, Mr. Cabral served as Chief Financial Officer and Chief Operations Officer for Modus Group, LLC, a wireless solutions and services company, from February 2008 to February 2010 and served as Chief Financial Officer and Vice President of Operations for Agistics, Inc., an employee management services company, from March 2005 to June 2007. Mr. Cabral previously spent more than seven years at PeopleSoft, beginning in November 1997,

where he held various positions, including Vice President of Products & Technology Finance and Senior Director of Corporate FP&A. Mr. Cabral earned a Bachelor of Science degree in Finance from Santa Clara University and a Master of Business Administration from the Leavey School of Business at Santa Clara University.

Josh Faddis has served as our Vice President and General Counsel since September 2012. Mr Faddis has also served as our Corporate Secretary since May 2013. Prior to joining Veeva, Mr. Faddis served in various roles at Taleo Corporation, a software-as-a-service provider of human capital management solutions, beginning in June 2001 through April 2012, including Senior Vice President, General Counsel, and Corporate Secretary. Prior to joining Taleo, Mr. Faddis conducted intellectual property and business litigation at Fulbright & Jaworski LLP and served as a Judicial Clerk for the Honorable Justice Craig Enoch, Supreme Court of the State of Texas. Mr. Faddis earned a Bachelor of Science in Agricultural Economics from Texas A&M University and a Juris Doctor degree from the Georgetown University Law Center.

Mark Armenante has served as a member of our board of directors since January 2007. Prior to joining Veeva, Mr. Armenante served as Vice President of Sales and in several other Group Vice President roles at Siebel Systems, where he managed alliances, operations and Siebel’s OnDemand division, for over ten years. Prior to his time at Siebel, Mr. Armenante was President of PharmaSystems, Inc., a pharmaceutical sales force management company, from January 1991 to August 1994. Mr. Armenante spent over three years at Oracle Corporation prior to joining PharmaSystems. Prior to Oracle Corporation, Mr. Armenante spent seven years with Information Resources, Inc., as Senior Vice President of Sales, which served the consumer products and pharmaceutical industries. Mr. Armenante earned a Bachelor of Arts degree in Biology from Case Western Reserve University and a Master of Business Administration from Ohio University. Our board of directors determined that Mr. Armenante should serve as a director based on his extensive business experience as an executive in industries serving pharmaceutical markets.

Ronald E.F. Codd has served as a member of our board of directors since February 2012. Mr. Codd has been an independent business consultant since April 2002. From January 1999 to April 2002, Mr. Codd served as President, Chief Executive Officer and a director of Momentum Business Applications, Inc., an enterprise software company. From September 1991 to December 1998, Mr. Codd served as Senior Vice President of Finance and Administration and Chief Financial Officer of PeopleSoft. Mr. Codd has served on the board of directors of a number of information technology companies, including ServiceNow, Inc. since February 2012, DemandTec, Inc. from February 2007 to February 2012, Data Domain, Inc. from October 2006 to July 2009, Interwoven, Inc. from July 1999 to April 2009 and Agile Software Corporation from August 2003 to July 2007. Mr. Codd holds a Bachelor of Sciences degree in Accounting from the University of California, Berkeley and a Master of Management in Finance and Management Information Systems degree from the Kellogg Graduate School of Management at Northwestern University. Mr. Codd is also a member of the adjunct faculty at Golden Gate University in San Francisco, California. Our board of directors believes that Mr. Codd’s management experience and his software industry experience, including his experience in finance, give him the breadth of knowledge and valuable understanding of our industry which qualify him to serve as a member of our board of directors.

Gordon Ritter has served as a member of our board of directors since May 2008. Mr. Ritter has been a General Partner at Emergence Capital Partners, a venture capital firm he founded, since June 2002. Prior to founding Emergence, Mr. Ritter was co-founder and Chief Executive Officer of Software As Service, Inc., a web services platform company. Prior to founding Software As Service, Mr. Ritter served as Vice President of the IBM Global Small Business division. Prior to IBM, Mr. Ritter was co-Founder and President of Whistle Communications, Inc., an internet appliance and services platform for small and medium-sized businesses, which was acquired by IBM. Before Whistle, Mr. Ritter was co-Founder and President of Tribe, Inc., a networking infrastructure company. Prior to Tribe, Mr. Ritter was a Vice President of Capital Markets at Credit Suisse First Boston Inc. Mr. Ritter earned a Bachelor of Arts degree in Economics from Princeton University. Our board of directors determined that Mr. Ritter should serve as a director based on his extensive business experience in the software and web services industries, his experience in venture capital, and his service as a director of various private companies.

Young Sohn has served as a member of our board of directors since January 2007. Ms. Sohn has been an independent business consultant and advisor since December 2001. From April 1994 to November 1997, Ms. Sohn was the founder and Chief Executive Officer of Nomadic Systems, Inc., which was acquired by Siebel Systems. Ms. Sohn led the Siebel Life Sciences Division from November 1997 to December 2001. Prior to her time at Nomadic Systems, Ms. Sohn held an executive management position at PharmaSystems. Previously, Ms. Sohn also spent six years at Oracle Corporation in the pharmaceutical vertical organization. Ms. Sohn received a Bachelor of Arts degree in Business Management from Cornell University. Our board of directors determined that Ms. Sohn should serve as a director based on her extensive experience in the software industry and her business expertise in the pharmaceutical industry.

Kevin Spain has served as a member of our board of directors since May 2008. Mr. Spain joined Emergence Capital Partners in September 2006 and has served as General Partner of Emergence since March 2011. Prior to joining Emergence, Mr. Spain was a member of Microsoft Corporation’s Corporate Development group. Prior to joining Microsoft, Mr. Spain was with Electronic Arts Inc., a game software content and services company. He previously was co-Founder and Chief Executive Officer of atMadison.com, Inc., which provided a hosted marketing management solution for small and medium sized companies. Mr. Spain earned a Bachelor of Business Administration degree from the University of Texas at Austin and a Master of Business Administration from The Wharton School of the University of Pennsylvania. Our board of directors determined that Mr. Spain should serve as a director based on his extensive experience in the enterprise and consumer technology sectors, his experience in venture capital and corporate development and his entrepreneurial experience.

Voting Arrangements

Our board of directors currently consists of six members. The election of the members of our board of directors is governed by the amended and restated voting agreement that we entered into with certain holders of our Class B common stock and certain holders of our convertible preferred stock and the related provisions of our restated certificate of incorporation. Pursuant to the voting agreement and these provisions:

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the holders of our common stock have the right to elect one director to our board of directors, who is the then-current chief executive officer and who is currently Mr. Gassner;

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the holders of our Series A preferred stock have the right to elect two directors to our board of directors, who are currently Mr. Armenante and Ms. Sohn;

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the holders of our Series B preferred stock have the right to elect two directors to our board of directors, who are designated by Emergence Capital Partners II, L.P., who are currently Messrs. Ritter and Spain; and

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the holders of our common stock and convertible preferred stock, voting together as a single class and on an as-converted basis, have the right to elect the remaining director, who is currently Mr. Codd.

The provisions of this voting agreement will terminate upon the completion of this offering, after which there will be no further contractual obligations regarding the election of our directors. Our directors hold office until their successors have been elected and qualified or appointed, or the earlier of their death, resignation or removal.

Director Independence

Our Class A common stock has been approved for listing on the New York Stock Exchange (NYSE). The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent within a specified period following the closing of an initial public offering. Our board of directors has determined that none of our non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the NYSE. The independent members of our board of directors will hold separate regularly scheduled executive session meetings at which only independent directors are present.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Each of Messrs. Armenante and Codd qualify as an independent director pursuant to Rule 10A-3. Our board of directors determined that Mr. Ritter does not satisfy the independence criteria set forth in Rule 10A-3. Accordingly, we are relying on the exemption from the independence requirements of Rule 10A-3 that provides that a minority of the members of our audit committee may be exempt from the independence requirements for one year from the date of effectiveness of this registration statement. We also intend to satisfy the audit committee independence requirement of the NYSE.

Board Composition

Immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

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the Class I directors will be Ms. Sohn and Mr. Spain, and their terms will expire at the annual meeting of stockholders to be held in 2014;

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the Class II directors will be Messrs. Armenante and Ritter, and their terms will expire at the annual meeting of stockholders to be held in 2015; and

•

the Class III directors will be Messrs. Codd and Gassner, and their terms will expire at the annual meeting of stockholders to be held in 2016.

Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or the earlier of his or her death, resignation or removal.

Our restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of this offering authorize only our board of directors to fill vacancies on our board of directors until the next annual meeting of stockholders. Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors.

The classification of our board of directors may have the effect of delaying or preventing changes in our control or management. See “Description of Capital Stock—Anti-Takeover Provisions—Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions.”

Board Leadership Structure

Pursuant to our Corporate Governance Principles, our board of directors may separate or combine the roles of the chairman of the board of directors and chief executive officer when and if it deems it advisable and in our best interests and in the best interests of our stockholders to do so. We currently separate the positions of chairman of the board of directors and chief executive officer. Our board of directors is currently chaired by Mr. Ritter. Separating the positions of chief executive officer and chairman of the board of directors allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the board of directors to lead our board of directors in its fundamental role of providing independent advice to, and oversight

of, management. Our board of directors believes that having an independent director serve as Chairman is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Board Oversight of Risk

One of the key functions of our board of directors is informed oversight of our risk management process. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our executive officers are responsible for the day-to-day management of the material risks we face. Our board of directors administers its oversight function directly as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. For example, our audit committee is responsible for overseeing the management of risks associated with our financial reporting, accounting and auditing matters; our compensation committee oversees major risks associated with our compensation policies and programs; and our nominating and governance committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our board of directors and director succession planning.

Board Committees

Effective as of the completion of this offering, our board of directors has established an audit committee, a compensation committee and a nominating and governance committee. Our board of directors and its committees set schedules for meeting throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. Our board of directors has delegated various responsibilities and authority to its committees as generally described below. The committees will regularly report on their activities and actions to the full board of directors. Each member of each committee of our board of directors qualifies as an independent director in accordance with NYSE listing standards. Each committee of our board of directors has a written charter approved by our board of directors. Upon the completion of this offering, copies of each charter will be posted on our website at www.veeva.com under the Investor Relations section. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.

Audit Committee

Effective as of the completion of this offering, the members of our audit committee will be Messrs. Armenante, Codd and Ritter, each of whom can read and understand fundamental financial statements. Messrs. Armenante and Codd are each independent under the rules and regulations of the Securities and Exchange Commission (SEC) and the listing standards of the NYSE applicable to audit committee members. Mr. Codd will chair the audit committee. Our board of directors has determined that Mr. Codd qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE.

The audit committee of our board of directors oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our audit committee is responsible for reviewing our disclosure controls and processes and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our audit committee before we enter into them, as required by applicable rules and listing standards.

Compensation Committee

Effective as of the completion of this offering, the members of our compensation committee will be Messrs. Codd and Ritter. Mr. Ritter will chair the compensation committee. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to executive compensation policies and programs. Among other things, specific responsibilities of our compensation committee include evaluating the performance of our chief executive officer and determining our chief executive officer’s compensation. The compensation committee also determines the compensation of our other executive officers in consultation with our chief executive officer. In addition, our compensation committee administers our stock-based compensation plans, including granting equity awards and approving modifications of such awards. Our compensation committee also reviews and approves various other compensation policies and matters.

Nominating and Governance Committee

Effective as of the completion of this offering, the members of our nominating and governance committee will be Messrs. Armenante and Spain. Mr. Armenante will chair the nominating and governance committee. The nominating and governance committee oversees the nomination of directors, including, among other things, identifying, evaluating and making recommendations of nominees to our board of directors and evaluates the performance of our board of directors and individual directors. Our nominating and governance committee is also responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our governance practices and making recommendations to our board of directors concerning corporate governance matters.

Code of Ethics and Business Conduct

Effective as of the completion of this offering, our board of directors has adopted a code of ethics and business conduct. The code of ethics and business conduct will apply to all of our employees, officers and directors. Upon the completion of this offering, the full text of our code of ethics and business conduct will be posted on our website at www.veeva.com under the Investor Relations section. We intend to disclose future amendments to, or waiver of, our code of ethics and business conduct, at the same location on our website identified above and also in public filings. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our Class A common stock.

Compensation Committee Interlocks and Insider Participation

As noted above, the compensation committee of our board of directors will consist of Messrs. Codd and Ritter. During our fiscal year ended January 31, 2013, our compensation committee consisted of Messrs. Codd, Ritter and Spain. None of our executive officers serves, or served during our fiscal year ended January 31, 2013, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our board of directors or our compensation committee.

Director Compensation

The following table sets forth information about the compensation of the non-employee members of our board of directors who served as a director during our fiscal year ended January 31, 2013. Other than as set forth in the table and described more fully below, during our fiscal year ended January 31, 2013, we did not pay any fees to, make any equity awards or non-equity awards to or pay any other compensation to the non-employee members of our board of directors. Mr. Gassner, our Chief Executive Officer, receives no compensation for his service as a director, and is not included in the table below.


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽¹⁾		Total ($)
Mark Armenante		—		—		—
Ronald E.F. Codd⁽²⁾		45,000		182,217		227,217
Gordon Ritter		—		—		—
Young Sohn		—		—		—
Kevin Spain		—		—		—

(1)

The amount in this column represents the aggregate grant date fair value of an option award granted to Mr. Codd, computed in accordance with FASB ASC Topic No. 718. See note 11 of the notes to our consolidated financial statements included elsewhere in this prospectus for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards.

(2)

As of January 31, 2013, Mr. Codd held an outstanding option to purchase 156,250 shares of Class B common stock which represents the unexercised portion of an option granted in March 2012 for 312,500 shares of Class B common stock. Mr. Codd’s option was granted under our 2007 Stock Plan with an exercise price of $1.11 per share, in connection with his commencement of service as a member of our board of directors. This option vests over a five-year period, commencing on February 15, 2012, as follows: 20% of the Class B common stock underlying the option vested on February 15, 2013, with the remaining shares vesting in equal monthly installments over four years thereafter. If we are subject to a change in control (defined as the consummation of a merger or our consolidation with or into another entity or our dissolution, liquidation or winding up) before Mr. Codd’s service as a director terminates, then the vested portion of the stock option will be determined by adding 24 months to his time of actual service. Notwithstanding the vesting schedule, the stock option was immediately exercisable in full as of the date of the grant, with the shares underlying the option subject to a lapsing right of repurchase until vested in favor of us at the exercise price.

Non-Employee Director Compensation

Prior to this offering, we generally have not provided any cash compensation to our non-employee directors for their service on our board of directors or committees of our board of directors, with the exception of the annual cash retainer that is paid to Mr. Codd in the amount of $35,000 for service on our board of directors and $10,000 for service on our audit committee. Mr. Codd’s cash compensation is paid in quarterly installments.

Although we granted an option to Mr. Codd in March 2012 in connection with the commencement of his service on our board of directors and our audit committee, as reflected in the table above, we do not have any established policy with regard to equity-based compensation of members of our board of directors. We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

EXECUTIVE COMPENSATION

Fiscal 2013 Summary Compensation Table

The following table provides information concerning the compensation paid to our Chief Executive Officer and our other next two most highly compensated executive officers for our fiscal year ended January 31, 2013. We refer to these individuals as our named executive officers.


Name and Principal Position	Year		Salary ($)		Non-Equity Incentive Plan Compensation ($)			Total ($)
Peter P. Gassner		2013		225,000		—			225,000
Chief Executive Officer

Matthew J. Wallach		2013		313,750		100,000	⁽¹⁾		413,750
President

Timothy S. Cabral		2013		245,833		—			245,833
Chief Financial Officer

(1)

Represents amounts earned by Mr. Wallach in our fiscal year ended January 31, 2013 under his cash incentive bonus program.

Narrative Explanation of Certain Aspects of the Summary Compensation Table

The compensation paid to our named executive officers consists of the following components:

•

base salary;

•

performance-based cash bonuses; and

•

long-term incentive compensation in the form of stock options.

Base Salaries

In February 2013, the compensation committee of our board of directors approved an increase to the base salaries of each of our named executive officers, which were set as follows, effective as of March 1, 2013: Mr. Gassner—$275,000; Mr. Wallach—$450,000; and Mr. Cabral—$275,000. Mr. Wallach’s base salary remained at that level until the compensation committee of our board of directors, in connection with the grant of new long-term equity awards in March 2013 (as described in further detail below), determined that his base salary would be reduced to $275,000, effective April 1, 2013, so as to position all of our named executive officers at the same base salary level with the majority of their compensation in the form of stock options that vest over time.

Performance-Based Bonuses

During our fiscal year ended January 31, 2013, we did not maintain a formal bonus program for our named executive officers. We did, however, maintain a quarterly cash incentive bonus program for Mr. Wallach. Mr. Wallach’s bonus program was based on performance objectives established quarterly by Mr. Gassner. Achievement of the performance objectives was determined by Mr. Gassner following the close of each quarter during our fiscal year ended January 31, 2013.

Stock Options

We offer stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. Our stock options allow our employees to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date of grant. In the past, our board

of directors or compensation committee has determined the fair market value of our common stock based on inputs including valuation reports prepared by third-party valuation firms. We also have generally offered our employees the opportunity to purchase unvested shares subject to their options, while retaining a right to repurchase from the employee any shares that remain unvested if the employee’s services with us terminate prior to the date on which the options are fully vested, although such practice was discontinued for the most part in 2012. Additionally, our stock options granted to newly hired employees generally vest as to 20% of the total number of shares subject to the option on the first anniversary of the hire date and in equal monthly installments over the following 48 months. None of our named executive officers were granted options in our fiscal year ended January 31, 2013.

In March 2013, the compensation committee of our board of directors granted stock options to each of our named executive officers, as well as to a significant number of our other employees. The grants to our named executive officers, in connection with the determination of their base salaries, were intended to strengthen the long-term component of each such officer’s compensation, provide further retention incentive for these officers and de-emphasize cash-based compensation. The March 2013 option grants, with an exercise price of $3.92 per share, were granted to each of our named executive officers in the following amounts:


Name	Number of Shares Underlying Option Grants
Peter P. Gassner		3,333,333
Matthew J. Wallach		1,333,333
Timothy S. Cabral		1,333,333

The stock options vest monthly over a five-year period following the vesting commencement date. The vesting commencement dates for the option grants will be February 1 of each of 2015, 2014 and 2014 for Messrs. Gassner, Wallach and Cabral, respectively.

None of our named executive officers is currently eligible for any change in control related benefits. For more information, see “—Severance and Change in Control Benefits” below.

Outstanding Equity Awards at Fiscal 2013 Year-End

The following table sets forth information regarding each unexercised option and all unvested restricted stock held by each of our named executive officers as of January 31, 2013.

The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.


	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)			Option Exercise Price ($)		Option Expiration Date		Number of Shares of Stock That Have Not Vested (#)			Market Value of Shares of Stock That Have Not Vested⁽¹⁾($)
Peter P. Gassner		—			—		—		2,604,167	⁽²⁾		33,854,171
Matthew J. Wallach		1,500,000	⁽³⁾		0.05		9/29/2018		—			—
Timothy S. Cabral		250,000	⁽⁴⁾		0.13		2/23/2020		—			—

(1)

The market price for our Class B common stock is based on the assumed initial public offering price of the Class A common stock of $13.00 per share, the midpoint of the price range on the cover page of this prospectus.

(2)

Represents the unvested portion of 5,208,333 shares of our Class B common stock that were purchased pursuant to the exercise of an option granted in May 2010, and which are subject to our right of repurchase at the exercise price. 1/48th of the shares vest upon the completion of each month of continuous service beginning on January 31, 2011.

(3)

The shares subject to this option became fully vested as of July 31, 2012.

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(4)

Represents the unexercised portion of an option grant for 700,000 shares, which was exercisable in full as of the grant date but subject to our right of repurchase at the exercise price that lapses in accordance with the option’s vesting schedule. 1/4th of the shares subject to the option vested on February 21, 2011, and an additional 1/48th of the option shares vest upon the completion of each additional month of service thereafter.

Severance and Change in Control Benefits

In connection with the commencement of their employment, we entered into offer letters with each of Messrs. Gassner, Wallach and Cabral. The offer letters entered into with Messrs. Gassner, Wallach and Cabral are similar to offer letters entered into with our other employees, and none of Messrs. Gassner, Wallach or Cabral have any contractual rights to receive severance in the event of a termination of their employment.

Additionally, none of our named executive officers is currently eligible for any change in control related benefits. Mr. Gassner was originally eligible for full vesting acceleration with respect to his stock option grant from May 2010 in the event his employment was involuntarily terminated within 12 months following a change in control of our company. However, at his request, the stock option was amended in February 2013 so that it is no longer eligible for such acceleration.

Retirement Benefits

We have established a 401(k) tax-deferred savings plan, which permits participants, including our named executive officers, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (Code). We are responsible for administrative costs of the 401(k) plan. We may, at our discretion, make matching contributions to the 401(k) plan. No employer contributions have been made to date.

Equity Plans

2013 Equity Incentive Plan

Our board of directors adopted our 2013 Equity Incentive Plan in August 2013, and our stockholders approved it in September 2013. The 2013 Equity Incentive Plan became effective immediately on adoption although no awards may be made under it until the effective date of the registration statement of which this prospectus is a part, at which time our 2013 Equity Incentive Plan will replace our 2012 Equity Incentive Plan. No further grants will be made under the 2012 Equity Incentive Plan following this offering. However, options outstanding under the 2012 Equity Incentive Plan will continue to be governed by their existing terms.

Share Reserve. The number of shares of our Class A common stock available for issuance under the 2013 Equity Incentive Plan will equal the number of shares of our Class B common stock remaining and available for issuance under the 2012 Equity Incentive Plan as of the effective date of the registration statement of which this prospectus is a part plus any shares of our Class B common stock subject to awards under the 2012 Equity Incentive Plan and the 2007 Stock Plan on such date (such combined number not to exceed 30,789,290). For awards granted under the 2012 Equity Incentive Plan and the 2007 Stock Plan, if shares subject to outstanding options expire or lapse unexercised, or shares issued pursuant to awards are forfeited or repurchased by us, then the corresponding shares will become available for issuance under the 2013 Equity Incentive Plan. The number of shares reserved for issuance under the 2013 Equity Incentive Plan will be increased automatically on the first business day of each of our fiscal years during the term of the plan, commencing in 2014, by a number equal to the least of:

•

13,750,000 shares;

•

5% of the shares of all classes of common stock outstanding on the last business day of the prior fiscal year; or

•

the number of shares determined by our board of directors.

In general, to the extent that any awards under the 2013 Equity Incentive Plan are forfeited, terminated, expire, or we repurchase the shares subject to awards granted under the 2013 Equity Incentive Plan, those shares

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will again become available for issuance under the 2013 Equity Incentive Plan, as will shares applied to pay the exercise price of an option or satisfy tax withholding obligations related to any award. All share numbers described in this summary of the 2013 Equity Incentive Plan will automatically adjust in the event of a stock split, a stock dividend or a reverse stock split.

Administration. The compensation committee of our board of directors administers the 2013 Equity Incentive Plan. The committee has the complete discretion to make all decisions relating to the 2013 Equity Incentive Plan and outstanding awards, including repricing outstanding options and modifying outstanding awards.

Eligibility. Employees, non-employee directors and consultants are eligible to participate in our 2013 Equity Incentive Plan.

Types of Awards. Our 2013 Equity Incentive Plan provides for the following types of awards:

•

incentive and nonstatutory stock options to purchase shares of our Class A common stock;

•

stock appreciation rights;

•

restricted shares of our Class A common stock;

•

stock units; and

•

performance cash awards.

Options and Stock Appreciation Rights. The exercise price for options granted under the 2013 Equity Incentive Plan may not be less than 100% of the fair market value of our Class A common stock on the option grant date. Optionees may pay the exercise price in cash, or with the consent of the compensation committee and as set forth in the applicable option grant:

•

with shares of common stock that the optionee already owns;

•

by an immediate sale of the option shares through a broker approved by us, if the shares of our Class A common stock are publicly traded;

•

by a net exercise procedure; or

•

by any other form or method consistent with applicable laws, regulations and rules.

An optionee who exercises a stock appreciation right receives the increase in value of our Class A common stock over the exercise price. The exercise price for stock appreciation rights may not be less than 100% of the fair market value of our Class A common stock on the grant date. The settlement value of a stock appreciation right may be paid in cash, shares of our Class A common stock, or a combination of both.

Options and stock appreciation rights vest as determined by the compensation committee at the time of the grant. In general, we grant options that vest over a five-year period following the date of grant. Options and stock appreciation rights expire at the time determined by the compensation committee, but in no event more than ten years after they are granted. They generally expire earlier if the participant’s service terminates earlier. No participant may receive options and stock appreciation rights under the 2013 Equity Incentive Plan covering more than 6,800,000 shares in any fiscal year.

Restricted Shares and Stock Units. Restricted shares may be awarded under the 2013 Equity Incentive Plan in return for any lawful consideration (and as set forth in the applicable award agreement) and stock units may be awarded under the 2013 Equity Incentive Plan for no consideration. In general, these awards will be subject to vesting. Vesting may be based on length of service, the attainment of performance-based milestones, or a combination of both, as determined by the compensation committee. No participant may receive restricted shares and stock units covering more than 3,500,000 shares in any fiscal year. This annual limit is in addition to any

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stock options and stock appreciation rights the participant may receive during a fiscal year. Settlement of vested stock units may be made in cash, shares of Class A common stock, or a combination of both.

Performance Cash Awards. Performance cash awards may be granted under the 2013 Equity Incentive Plan that qualify as performance-based compensation that is not subject to the income tax deductibility limitations imposed by Section 162(m) of the Code, if the award is approved by our compensation committee and the grant or vesting of the award is tied solely to the attainment of performance goals during a designated performance period. No participant may be paid more than $2,000,000 in cash in any calendar year pursuant to a performance cash award granted under the 2013 Equity Incentive Plan.

Performance goals for the grant or vesting of performance cash awards, as well as stock performance based awards, granted under the 2013 Equity Incentive Plan may be based on any one of, or combination of, the following: annual contract subscription fee value (net of associated third-party royalties/payments or gross); bookings (annual or total contract value); calculated bookings; cash flow and free cash flow; cash margin; cash position; collections; committed annual recurring revenues; consulting utilization rates; costs of goods sold; customer renewals; customer retention rates from an acquired company, business unit or division; customer satisfaction or customer referenceability; deferred revenue; daily sales outstanding; earnings per share; gross margin; headcount; internal rate of return; margin contribution; market share; net income; net income after tax; net income before tax; net income before interest and tax; net income before interest, tax, depreciation and amortization; operating cash flow; operating expenses; operating income; operating margin; personnel retention or personnel hiring measures; product defect measures; product release timelines; product or research and development related measures; return on assets; return on capital; return on equity; return on investment and cash flow return on investment; return on sales; revenues; revenue backlog; revenue conversion from an acquired company, business unit or division; revenue per employee; sales results; stock price; stock performance; technical system performance measures; technical support incident measures; total stockholder return and working capital. Finally, to the extent a performance cash award is not intended to comply with Section 162(m) of the Code, the compensation committee may select other measures of performance.

Changes in Capitalization. In the event that there is a specified type of change in our capital structure without our receipt of consideration, such as a stock split or reverse stock split, proportionate adjustments will automatically be made to the kind and maximum number of shares reserved for issuance under the 2013 Equity Incentive Plan, the kind and maximum number of shares by which the share reserve may increase automatically each year, the kind and maximum number of shares subject to stock awards that can be granted to a participant in a calendar year (as established under the 2013 Equity Incentive Plan pursuant to Section 162(m) of the Code), the kind and maximum number of shares that may be issued upon the exercise of incentive stock options, the kind and number of shares covered by each outstanding option, stock appreciation right and stock unit and the exercise price applicable to each outstanding option and stock appreciation right and the repurchase price, if any, applicable to outstanding restricted shares. In the event that there is a declaration of an extraordinary dividend payable in a form other than our Class A common stock in an amount that has a material effect on the price of our Class A common stock, a recapitalization, a spin-off or a similar occurrence, the compensation committee may make such adjustments as it deems appropriate, in its sole discretion.

Corporate Transactions. In the event that we are a party to a merger, consolidation, or a change in control transaction, all outstanding stock awards will be governed by the terms of the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which we are a party, in a manner determined by the compensation committee). Such treatment may include any of the following actions with respect to each outstanding stock award:

•

the continuation, assumption or substitution of a stock award by a surviving entity or its parent;

•

the cancellation of the unvested portion of a stock award without payment of any consideration;

•

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the holder of each share of Class A common stock receives in the transaction over (if applicable) and the exercise price otherwise payable in connection with the stock award; or

•

the assignment of any reacquisition or repurchase rights held by us in respect of an award of restricted shares to the surviving entity or its parent (with proportionate adjustments made to the price per share to be paid upon exercise of such rights).

If we are subject to a merger, consolidation or change in control transaction before a participant’s service terminates and an outstanding award is not continued, assumed or substituted, then a participant who is otherwise entitled to vesting acceleration that could be triggered as of a date following the effective time of the transaction as a result of a qualifying termination of service shall be deemed to be vested, as if all triggering events had occurred as of the effective time of the transaction.

For this purpose, a change in control transaction includes:

•

any person acquiring beneficial ownership of more than 50% of our total voting power;

•

the sale or disposition of all or substantially all of our assets;

•

any merger or consolidation of us where our voting securities represent 50% or less of the total voting power of the surviving entity or its parent; or

•

individuals who are members of our board of directors cease for any reason to constitute at least a majority of the members of our board of directors over a period of 12 months.

The compensation committee is not obligated to treat all stock awards, or portions thereof, in the same manner.

Amendments or Termination. Our board of directors may, at any time and for any reason, amend or terminate the 2013 Equity Incentive Plan. If our board of directors amends the plan, it does not need stockholder approval of the amendment unless applicable law so requires. The 2013 Equity Incentive Plan will terminate automatically ten years after the later of the date when our board of directors adopted the plan or the date when our board of directors most recently approved an increase in the number of shares reserved thereunder which was also approved by our stockholders.

2012 Equity Incentive Plan

Our board of directors adopted our 2012 Equity Incentive Plan in November 2012, and our stockholders approved it in December 2012. An amendment and restatement of the 2012 Equity Incentive Plan was approved by our board of directors in March 2013, and our stockholders approved it in March 2013. The 2012 Equity Incentive Plan became effective on adoption and replaced our 2007 Stock Plan. No further awards will be made under the 2012 Equity Incentive Plan following this offering. However, awards outstanding under the 2012 Equity Incentive Plan following this offering will continue to be governed by their existing terms.

Share Reserve. 3,268,746 shares of our Class B common stock were initially reserved for issuance under the 2012 Equity Incentive Plan, plus 3,250,565 shares that were remaining and available for issuance under the 2007 Stock Plan as of the effective date of the 2012 Equity Incentive Plan and 16,612,777 shares subject to awards under the 2007 Stock Plan as of the effective date of the 2012 Equity Incentive Plan.

Pursuant to an automatic increase of shares that occurred on February 1, 2013, 5,492,193 shares of our Class B common stock were added to the 2012 Equity Incentive Plan’s share reserve. Additionally, in connection with the amendment and restatement of the 2012 Equity Incentive Plan in March 2013, an additional 7,000,000 shares of our Class B common stock were reserved for issuance under the 2012 Equity Incentive Plan.

As of July 31, 2013, options to purchase 16,547,749 shares of our Class B common stock were outstanding under the 2012 Equity Incentive Plan. No other types of awards have been granted under the plan, as described below.

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Administration. The compensation committee of our board of directors administers the 2012 Equity Incentive Plan. The committee has the complete discretion to make all decisions relating to the plan and outstanding awards, including repricing outstanding options and modifying outstanding awards in other ways.

Eligibility. Employees, non-employee directors and consultants are eligible to participate in our 2012 Equity Incentive Plan.

Types of Awards. Our 2012 Equity Incentive Plan provides for the following types of awards:

•

incentive and nonstatutory stock options to purchase shares of our Class B common stock;

•

stock appreciation rights;

•

restricted shares of our Class B common stock;

•

stock units; and

•

performance cash awards.

Options and Stock Appreciation Rights. The exercise price for options granted under the 2012 Equity Incentive Plan may not be less than 100% of the fair market value of our Class B common stock on the option grant date. Optionees may pay the exercise price in cash, or with the consent of the compensation committee and as set forth in the applicable option agreement:

•

with shares of common stock that the optionee already owns;

•

by an immediate sale of the option shares through a broker approved by us, if the shares of our common stock are publicly traded;

•

by a net exercise procedure; or

•

by any other form or method consistent with applicable laws, regulations and rules.

An optionee who exercises a stock appreciation right receives the increase in value of our common stock over the exercise price. The exercise price for stock appreciation rights may not be less than 100% of the fair market value of our common stock on the grant date. The settlement value of a stock appreciation right may be paid in cash, shares of our common stock, or a combination of both.

Restricted Shares and Stock Units. Restricted shares may be awarded under the 2012 Equity Incentive Plan in return for any lawful consideration and stock units may be awarded under the 2012 Equity Incentive Plan for no consideration. In general, these awards will be subject to vesting. Vesting may be based on length of service, the attainment of performance-based milestones, or a combination of both, as determined by the compensation committee. Settlement of vested stock units may be made in cash, shares of Class B common stock, or a combination of both.

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options, the kind and number of shares covered by each outstanding option, stock appreciation right and stock unit and the exercise price applicable to each outstanding option and stock appreciation right and the repurchase price, if any, applicable to outstanding restricted shares. In the event that there is a declaration of an extraordinary dividend payable in a form other than our Class B common stock in an amount that has a material effect on the price of our Class B common stock, a recapitalization, a spin-off or a similar occurrence, the compensation committee may make such adjustments as it deems appropriate, in its sole discretion.

•

the continuation, assumption or substitution of a stock award by a surviving entity or its parent;

•

the cancellation of the unvested portion of a stock award without payment of any consideration;

•

the cancellation of the vested portion of a stock award (and any portion that becomes vested as of the effective time of the transaction) in exchange for a payment equal to the excess, if any, of the value that the holder of each share of Class B common stock receives in the transaction over (if applicable) and the exercise price otherwise payable in connection with the stock award;

•

individuals who are members of our board of directors cease for any reason to constitute at least a majority of the members of our board of directors over a period of 12 months.

For this purpose, a change in control transaction includes:

•

any person acquiring beneficial ownership of more than 50% of our total voting power;

•

the sale or disposition of all or substantially all of our assets; or

•

any merger or consolidation of us where our voting securities represent 50% or less of the total voting power of the surviving entity or its parent.

The compensation committee is not obligated to treat all stock awards, or portions thereof, in the same manner.

Amendments or Termination. Our board of directors may, at any time and for any reason, amend or terminate the 2012 Equity Incentive Plan. If our board of directors amends the plan, it does not need stockholder approval of the amendment unless applicable law so requires. The 2012 Equity Incentive Plan will terminate automatically ten years after the later of the date when our board of directors adopted the plan or the date when our board of directors most recently approved an increase in the number of shares reserved thereunder which was also approved by our stockholders.

2007 Stock Plan

Our 2007 Stock Plan was adopted by our board of directors in February 2007, and our stockholders approved it in February 2007. No further awards have been made under our 2007 Stock Plan since the adoption

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of the 2012 Equity Incentive Plan, and no further awards will be made under our 2007 Stock Plan following this offering. However, awards outstanding under our 2007 Stock Plan following this offering will continue to be governed by their existing terms.

Share Reserve. As of July 31, 2013, options to purchase 8,857,794 shares of our Class B common stock were outstanding under the 2007 Stock Plan.

Administration. The compensation committee of our board of directors administers the 2007 Stock Plan. The committee has the complete discretion to make all decisions relating to the plan and outstanding awards, including repricing outstanding options and modifying outstanding awards in other ways.

Eligibility. Employees, non-employee directors and consultants are eligible to participate in our 2007 Stock Plan.

Types of Awards. Our 2007 Stock Plan provides for the following types of awards granted with respect to shares of our Class B common stock:

•

incentive and nonstatutory stock options to purchase shares of our Class B common stock; and

•

direct award or sale of shares of our Class B common stock, including restricted shares.

Payment. The exercise price for options granted under the 2007 Stock Plan is determined by our board of directors or the compensation committee, but may not be less than 100% of the fair market value of our Class B common stock on the grant date. Optionees may pay the exercise price by using:

•

cash or cash equivalents;

•

shares of common stock that the optionee already owns;

•

a promissory note;

•

an immediate sale of the option shares through a broker approved by us, if the shares of our common stock are publicly traded; or

•

any other form permitted by the Delaware General Corporation Law, as amended.

Shares may be awarded under the 2007 Stock Plan in consideration of services rendered to us prior to the award.

Corporate Transactions. In the event that we are a party to a merger or consolidation, all outstanding options will be governed by the terms of the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which we are a party, in a manner determined by our board of directors). Unless an individual stock agreement provides otherwise, such treatment may include any of the following actions with respect to each outstanding options:

•

the continuation, assumption or substitution of an option by a surviving entity or its parent;

•

the cancellation of the unvested portion of an option without payment of any consideration; or

•

the cancellation of the vested portion of an option (and any portion that becomes vested as of the effective time of the transaction) in exchange for a payment equal to the excess, if any, of the value that

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the holder of each share of Class B common stock receives in the transaction over and the per share exercise price of the option.

If we are subject to a merger or consolidation before an optionee’s service terminates and an outstanding option is not continued, assumed or substituted, then an optionee who is otherwise entitled to vesting acceleration that could be triggered as of a date following the effective time of the transaction as a result of a qualifying termination of service shall be deemed to be vested, as if all triggering events had occurred as of the effective time of the transaction.

Our board of directors is not obligated to treat all options, or portions thereof, in the same manner.

Amendments or Termination. Our board of directors may, at any time and for any reason, amend or terminate the 2007 Stock Plan. If our board of directors amends the plan, it does not need stockholder approval of the amendment unless the amendment increases the number of shares available for issuance or materially changes the class of persons eligible to receive incentive stock options. The 2007 Stock Plan will terminate automatically ten years after the later of the date when our board of directors adopted the plan or the date when our board of directors most recently approved an increase in the number of shares reserved thereunder which was also approved by our stockholders.

2013 Employee Stock Purchase Plan

Our 2013 Employee Stock Purchase Plan was adopted by our board of directors in August 2013 and our stockholders approved it in September 2013. The 2013 Employee Stock Purchase Plan will become effective following this offering. Our 2013 Employee Stock Purchase Plan is intended to qualify under Section 423 of the Code.

Share Reserve. We have reserved 4,000,000 shares of our Class A common stock for issuance under the 2013 Employee Stock Purchase Plan. The number of shares reserved for issuance under the 2013 Employee Stock Purchase Plan will automatically be increased on the first business day of each of our fiscal years, commencing in 2014, by a number equal to the least of:

•

2,200,000 shares;

•

1% of the shares of all classes of common stock outstanding on the last business day of the prior fiscal year; or

•

the number of shares determined by our board of directors.

The number of shares reserved under the 2013 Employee Stock Purchase Plan will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit).

Administration. The compensation committee of our board of directors will administer the 2013 Employee Stock Purchase Plan.

Eligibility. All of our employees are eligible to participate if we employ them for more than 20 hours per week and for more than five months per year. Eligible employees may begin participating in the 2013 Employee Stock Purchase Plan at the start of any offering period.

Offering Periods. Each offering period will last a number of months determined by the compensation committee, not to exceed 27 months. A new offering period will begin periodically, as determined by the compensation committee. Offering periods may overlap or may be consecutive. Unless otherwise determined by the compensation committee, two offering periods of six months’ duration will begin each fiscal year on June 16 and December 16. However, if so determined by the compensation committee, the first offering period may start

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on the effective date of the registration statement related to this offering and will end on June 15, 2014, with the first purchase date occurring on June 15, 2014.

Amount of Contributions. Our 2013 Employee Stock Purchase Plan permits each eligible employee to purchase Class A common stock through payroll deductions. Each employee’s payroll deductions may not exceed 15% of the employee’s cash compensation. Each participant may purchase up to the number of shares determined by our board of directors on any purchase date, not to exceed 3,500 shares. Each participant may not hold rights to purchase stock under our 2013 Employee Stock Purchase Plan that would accrue at a rate that exceeds $25,000 worth of our stock for each calendar year that the rights remain outstanding. Participants may withdraw their contributions at any time before stock is purchased.

Purchase Price. The price of each share of Class A common stock purchased under our 2013 Employee Stock Purchase Plan will not be less than 85% of the lower of:

•

the fair market value per share of Class A common stock on the first day of the applicable offering period or, in the case of the first offering period, the fair market value of the price at which one share of Class A common stock is offered to the public in this offering; or

•

the fair market value per share of Class A common stock on the purchase date.

Other Provisions. Employees may end their participation in the 2013 Employee Stock Purchase Plan at any time. Participation ends automatically upon termination of employment with us. If a change in control occurs and the acquirer does not continue or assume the 2013 Employee Stock Purchase Plan, our 2013 Employee Stock Purchase Plan will terminate and shares will be purchased with the payroll deductions accumulated to date by participating employees. Our board of directors or the compensation committee may amend or terminate the 2013 Employee Stock Purchase Plan at any time. If we increase the number of shares of Class A common stock reserved for issuance under the 2013 Employee Stock Purchase Plan, except for the automatic increases described above, then we must seek the approval of our stockholders. The 2013 Employee Stock Purchase Plan will terminate automatically 20 years after its adoption by our board of directors, unless it is extended by our board of directors and such extension is approved by our stockholders within 12 months thereafter.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers and the registration rights described elsewhere in this prospectus, the following is a description of each transaction since February 1, 2010 and each currently proposed transaction in which:

•

we have been or are to be a participant;

•

the amount involved exceeds or will exceed $120,000; and

•

any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

Officer Loan

We entered in a full-recourse promissory note with Matthew J. Wallach, our President, in February 2011. Pursuant to this note, we loaned Mr. Wallach $250,000. This loan bore interest at the rate per annum of 0.51%, compounded annually. As of January 31, 2013, the outstanding balance of this loan was $252,497, including principal of $250,000 and total accrued interest of $2,497. This loan and all accrued interest were repaid in full by Mr. Wallach in April 2013.

Amended and Restated Investors’ Rights Agreement

We have entered into an investors’ rights agreement with certain holders of our convertible preferred stock, including entities with which certain of our directors are affiliated. These stockholders are entitled to rights with respect to the registration of their shares following this offering under the Securities Act. For a description of these registration rights, see “Description of Capital Stock—Registration Rights.”

Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors

Ted Wallach, a brother of Matthew J. Wallach, our President, has been employed by us since September 2010. Ted Wallach serves as a senior product manager. During our fiscal years ended January 31, 2012 and 2013 and six months ended July 31, 2013, Ted Wallach had total cash compensation, including base salary, bonus and other compensation, of $138,999, $157,469 and $135,174, respectively.

Ted Wallach’s compensation level was based on reference to internal pay equity when compared to the compensation paid to employees in similar positions that were not related to our executive officers and directors. He was also eligible for equity awards on the same general terms and conditions as applicable to other employees in similar positions who were not related to our executive officers and directors.

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers and certain other key employees. The indemnification agreements will provide that we will indemnify each of our directors, executive officers and such other key employees against any and all expenses incurred by that director, executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, our restated certificate of incorporation and our amended and restated bylaws. In addition, the indemnification agreements will provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and other key employees in connection with a legal proceeding.

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Policies and Procedures for Related Party Transactions

Pursuant to our code of ethics and business conduct and audit committee charter, any related party transaction or series of transactions with an executive officer, director, or any of such persons’ immediate family members or affiliates, in which the amount, either individually or in the aggregate, involved exceeds $120,000 must be presented to our audit committee for review, consideration and approval. All of our directors and executive officers are required to report to our audit committee any such related party transaction. In approving or rejecting the proposed transactions, our audit committee shall consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a director’s independence. Our audit committee shall approve only those transactions that, in light of known circumstances, are not inconsistent with our best interests, as our audit committee determines in the good faith exercise of its discretion.

Although we have not had a written policy prior to this offering for the review and approval of transactions with related persons, our board of directors has historically reviewed and approved any transaction where a director or officer had a financial interest, including the transactions described above. Prior to approving such a transaction, the material facts as to a director’s or officer’s relationship or interest as to the agreement or transaction were disclosed to our board of directors. Our board of directors would take this information into account when evaluating the transaction and in determining whether such transaction was fair to us and in the best interest of all of our stockholders.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of July 31, 2013, and as adjusted to reflect the sale of Class A common stock offered by us and the selling stockholders in this offering, for:

•

each of our named executive officers;

•

each of our directors;

•

all of our executive officers and directors as a group;

•

each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock or Class B common stock; and

•

all other selling stockholders.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Class A common stock or Class B common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 112,532,440 shares of Class B common stock outstanding at July 31, 2013, assuming conversion of all outstanding shares of convertible preferred stock into an aggregate of 85,000,000 shares of our Class B common stock. For purposes of computing percentage ownership after this offering, we have assumed that 9,720,000 shares of Class A common stock will be issued by us in this offering and that the underwriters will not exercise their right to purchase 1,956,750 additional shares to cover over-allotments. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options held by that person or entity that are currently exercisable or that will become exercisable within 60 days of July 31, 2013. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Veeva Systems Inc., 4637 Chabot Drive, Suite 210, Pleasanton, California 94588.


	Class B Shares Beneficially Owned Before this Offering				%Total Voting Power Before this Offering⁽¹⁾		Number Of Shares Being Offered			Shares Beneficially Owned After this Offering						% Total Voting Power After this Offering⁽¹⁾
										Class A		Class B
Name of Beneficial Owner	Shares		%							Shares	%	Shares		%
Named Executive Officers and Directors:
Peter P. Gassner⁽²⁾		15,208,333		13.5		13.5		—		—	—		15,208,333		13.9		13.8
Matthew J. Wallach⁽³⁾		3,500,000		3.1		3.1		500,000		—	—		3,000,000		2.7		2.7
Timothy S. Cabral⁽⁴⁾		700,000		*		*		—		—	—		700,000		*		*
Mark Armenante⁽⁵⁾		14,800,000		13.2		13.2		500,000		—	—		14,300,000		13.1		12.9
Ronald E.F. Codd⁽⁶⁾		312,500		*		*		—		—	—		312,500		*		*
Gordon Ritter⁽⁷⁾		35,000,000		31.1		31.1		500,000	⁽⁸⁾	—	—		34,500,000		31.6		31.2
Young Sohn⁽⁹⁾		14,450,000		12.8		12.8		500,000		—	—		13,950,000		12.8		12.6
Kevin Spain⁽¹⁰⁾		35,000,000		31.1		31.1		500,000	⁽¹¹⁾	—	—		34,500,000		31.6		31.2
All Executive Officers and Directors as a Group (9 persons)⁽¹²⁾		84,345,833		74.9		74.9		2,000,000		—	—		82,345,833		74.9		74.0
5% Stockholders:
Emergence Capital Partners II, L.P.⁽¹³⁾		35,000,000		31.1		31.1		500,000		—	—		34,500,000		31.6		31.2
Craig Ramsey		6,500,000		5.8		5.8		250,000		—	—		6,250,000		5.7		5.7
Maja Ramsey⁽¹⁴⁾		6,500,000		5.8		5.8		325,000		—	—		6,175,000		5.7		5.6
Other Selling Stockholders:
James and Amy Ramsey⁽¹⁵⁾		3,150,000		2.8		2.8		250,000		—	—		2,900,000		2.7		2.6
Jenna and Matthew Mitchell		3,150,000		2.8		2.8		250,000		—	—		2,900,000		2.7		2.6
All Other Selling Stockholders⁽¹⁶⁾		700,000		*		*		250,000		—	—		450,000		*		*

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Less than 1 percent.

(1)

Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. For more information about the voting rights of our Class A and Class B common stock, see “Description of Capital Stock—Common Stock.”

(2)

Includes (i) 10,000,000 shares of Class B common stock held directly by Mr. Gassner and (ii) 5,208,333 shares of Class B common stock held by Peter Gassner and Piyajit Gassner as Community Property, of which 1,844,618 shares may be repurchased by us at the original exercise price as of 60 days following July 31, 2013.

(3)

Includes (i) 1,700,000 shares of Class B common stock held by Matt Wallach and Cristina Wallach JTWROS, (ii) 300,000 shares of Class B common stock held by the Matt Wallach 2012 Irrevocable Trust and (iii) 1,500,000 shares of Class B common stock held directly by Mr. Wallach.

(4)

Includes (i) 450,000 shares of Class B common stock held by Tim Cabral & Julia Cabral as Community Property and (ii) 250,000 shares of Class B common stock issuable to Mr. Cabral pursuant to options exercisable within 60 days of July 31, 2013, of which 147,916 shares were fully vested as of such date.

(5)

Includes (i) 11,800,000 shares of Class B common stock held directly by Mr. Armenante, (ii) 1,000,000 shares of Class B common stock held by Mark A. Armenante and Elizabeth T. Armenante, Trustees of the Elizabeth T. Armenante Grantor Retained Annuity Trust dated May 20, 2013, (iii) 1,000,000 shares of Class B common stock held by Mark A. Armenante and Elizabeth T. Armenante, Trustees of the Mark A. Armenante Grantor Retained Annuity Trust dated May 20, 2013, (iv) 500,000 shares of Class B common stock held by the Christina E. Armenante Trust 2000 U/A dated July 14, 2000 and (v) 500,000 shares of Class B common stock held by the Andrew M. Armenante Trust 2000 U/A dated July 14, 2000.

(6)

Includes (i) 156,250 shares of Class B common stock held directly by Mr. Codd, of which 57,292 shares may be repurchased by us at the original exercise price as of 60 days following July 31, 2013 and (ii) 156,250 shares of Class B common stock issuable to Mr. Codd pursuant to an option exercisable within 60 days of July 31, 2013, of which none of the shares were vested as of such date.

(7)

Consists of 35,000,000 shares of Class B common stock held by Emergence Capital Partners II, L.P. (ECP II), as reflected in footnote 11 below. Mr. Ritter, a member of our board of directors, is a member of Emergence GP Partners, LLC (EGP) and has shared voting and dispositive power with regard to the shares directly held by ECP II. Mr. Ritter disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

(8)

Represents shares that will be offered and sold by Emergence Capital Partners II, L.P.

(9)

Consists of 13,450,000 shares of Class B common stock held directly by Ms. Sohn and (ii) 1,000,000 shares of Class B common stock held by Young Sohn Grantor Retained Annuity Trust dated May 21, 2013.

(10)

Consists of 35,000,000 shares of Class B common stock held by ECP II, as reflected in footnote 11 below. Mr. Spain, a member of our board of directors, is a partner of Emergence Equity Partners II, L.P. (EEP II) and has shared voting and dispositive power with regard to the shares directly held by ECP II. Mr. Spain disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

(11)

Represents shares that will be offered and sold by Emergence Capital Partners II, L.P.

(12)

Includes (i) 83,970,833 shares of Class B common stock beneficially owned by the directors and named executive officers as reflected in footnotes 2 through 9, (ii) 75,000 shares of Class B common stock held directly by an executive officer who is not a named executive officer and (iii) 300,000 shares of Class B common stock issuable to such officer pursuant to options exercisable within 60 days of July 31, 2013, of which none of the shares were vested as of such date. Of the shares of Class B common stock held directly by that executive officer, all of such shares may be repurchased by us at the original exercise price as of 60 days following July 31, 2013.

(13)

Consists of 35,000,000 shares held by ECP II. EEP II is the sole general partner of ECP II and EGP is the sole general partner of EEP II. Jason Green, Brian Jacobs and Gordon Ritter are members of EGP and share voting and dispositive power over the shares held by each of these entities. Kevin Spain is a partner of EEP II and shares voting and dispositive power over the shares held by ECP II. Mr. Ritter and Mr. Spain are also members of our board of directors. Each member disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The address of ECP II is 160 Bovet Road, Suite 300, San Mateo, California 94402.

(14)

Consists of 6,500,000 shares of Class B common stock held by Maja Ramsey, as Trustee of the Maja Ramsey Revocable Trust, dated August 27, 2012.

(15)

Consists of 3,150,000 shares of Class B common stock held by James and Amy Ramsey, Trustees of Ramsey Family Trust, dated June 4, 2012.

(16)

Consists of 700,000 shares of Class B common stock held by one selling stockholder not listed above who owned less than 1% of our shares of Class A and Class B common stock prior to this offering.

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DESCRIPTION OF CAPITAL STOCK

A description of our capital stock and the material terms and provisions of our restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of this offering and affecting the rights of holders of our capital stock is set forth below. The forms of our restated certificate of incorporation and our amended and restated bylaws to be adopted in connection with this offering are filed as exhibits to the registration statement relating to this prospectus.

Upon the completion of this offering, our restated certificate of incorporation will provide for two classes of common stock: Class A common stock and Class B common stock. In addition, our restated certificate of incorporation will authorize shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors.

Upon the completion of this offering, our authorized capital stock will consist of 1,000,000,000 shares, all with a par value of $0.00001 per share, of which:

•

800,000,000 shares are designated Class A common stock;

•

190,000,000 shares are designated Class B common stock; and

•

10,000,000 shares are designated preferred stock.

As of July 31, 2013, and after giving effect to the automatic conversion of all of our outstanding convertible preferred stock into Class B common stock in connection with this offering, there were outstanding:

•

no shares of our Class A common stock;

•

112,532,440 shares of our Class B common stock held by approximately 110 stockholders; and

•

25,405,543 shares issuable upon exercise of outstanding stock options.

Common Stock

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. See “Dividend Policy” for more information.

Voting Rights

The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our restated certificate of incorporation or law. Delaware law could require either holders of our Class A common stock or our Class B common stock to vote separately as a single class in the following circumstances:

•

if we were to seek to amend our restated certificate of incorporation to increase the authorized number of shares of a class of stock, or to increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment; and

•

if we were to seek to amend our restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.

We anticipate that our restated certificate of incorporation will require the approval of a majority of our outstanding Class B common stock voting as a separate class of any transaction that would result in a change in control of our company.

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Stockholders do not have the ability to cumulate votes for the election of directors. Our restated certificate of incorporation and amended and restated bylaws that will be in effect upon the completion of this offering will provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Conversion

Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, which occurs upon the completion of this offering, except for certain permitted transfers described in our restated certificate of incorporation, including transfers to any “permitted transferee” as defined in our restated certificate of incorporation, which includes, among others, transfers:

•

to trusts, corporations, limited liability companies, partnerships, foundations or similar entities established by a Class B stockholder, provided that:

•

such transfer is to entities established by a Class B stockholder where the Class B stockholder retains the exclusive right to vote and direct the disposition of the shares of Class B common stock; or

•

such transfer does not involve payment of cash, securities, property or other consideration to the Class B stockholder.

Once converted into Class A common stock, a share of Class B common stock may not be reissued.

All the outstanding shares of Class A and Class B common stock will convert automatically into shares of a single class of common stock upon the earliest to occur of the following: (i) upon the election of the holders of a majority of the then-outstanding shares of Class B common stock or (ii) the date that is 10 years from the date of this prospectus. Following such conversion, each share of common stock will have one vote per share and the rights of the holders of all outstanding common stock will be identical. Once converted into a single class of common stock, the Class A and Class B common stock may not be reissued.

Preferred Stock

Upon the completion of this offering, no shares of preferred stock will be outstanding, but we will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely

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affect the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our Class A common stock and the voting and other rights of the holders of common stock. We have no current plan to issue any shares of preferred stock.

Options

As of July 31, 2013, we had options to purchase 25,405,543 shares of our Class B common stock outstanding pursuant to our 2012 Equity Incentive Plan and our 2007 Stock Plan.

Registration Rights

Following this offering, certain holders of shares of our outstanding Class B common stock will be entitled to certain rights with respect to registration of such shares under the Securities Act. These shares are referred to as registrable securities. The holders of these registrable securities possess registration rights pursuant to the terms of our amended and restated investors’ rights agreement (IRA), which are described in additional detail below. We, along with Emergence Capital Partners II, L.P., Mark Armenante, Craig Ramsey and Young Sohn, and their affiliated entities are parties to the IRA. We originally entered into the IRA in connection with our Series A financing in February 2007 and amended it in connection with our Series B financing.

Demand Registration Rights

Under our IRA, upon the written request of certain of the holders of the registrable securities then outstanding that we file a registration statement under the Securities Act with an anticipated aggregate price to the public of at least $20.0 million, we will be obligated to use our commercially reasonable efforts to register the sale of all registrable securities that holders may request in writing to be registered within 20 days of the mailing of a notice by us to all holders of such registration. These demand registration rights became exerciseable after May 16, 2013. We are required to effect no more than two registration statements which are declared or ordered effective, subject to certain exceptions. We may postpone the filing of a registration statement for up to 120 days once in a 12-month period if in the good faith judgment of our board of directors such registration would be seriously detrimental to us, and we are not required to effect the filing of a registration statement during the period beginning 90 days prior to our good faith estimate of the date of the filing of, and ending on a date 180 days following the effective date of, a registration initiated by us.

Piggyback Registration Rights

If we register any of our securities for public sale, we will have to use all commercially reasonable efforts to register all registrable securities that the holders of such securities request in writing be registered within 20 days of mailing of notice by us to all holders of the proposed registration. However, this right does not apply to a registration relating to any of our stock plans, the offer and sale of debt securities, a corporate reorganization or other transaction under Rule 145 of the Securities Act, or a registration on any registration form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the registrable securities. The managing underwriter of any underwritten offering will have the right to limit, due to marketing reasons, the number of shares registered by these holders to 20% of the total shares covered by the registration statement, except for in this offering, in which these holders may be excluded if the underwriters determine that the sale of their shares may jeopardize the success of the offering.

Form S-3 Registration Rights

The holders of the registrable securities can request that we register all or a portion of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 and the aggregate price to the public of the shares offered is at least $5 million. We are required to file no more than one registration statement on

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Form S-3 upon exercise of these rights per 12-month period, subject to certain exceptions. We may postpone the filing of a registration statement for up to 120 days once in a 12-month period if in the good faith judgment of our board of directors such registration would be seriously detrimental to us.

Registration Expenses

We will pay all expenses incurred in connection with each of the registrations described above, except for underwriting discounts and commissions. However, we will not pay for any expenses of any demand or Form S-3 registration if the request is subsequently withdrawn at the request of a majority of the holders of the registrable securities to be registered, subject to limited exceptions.

Expiration of Registration Rights

The registration rights described above will survive this offering and will terminate as to any stockholder at such time as all of such stockholders’ securities (together with any affiliate of the stockholder with whom such stockholder must aggregate its sales) could be sold without compliance with the registration requirements of the Securities Act pursuant to Rule 144 or following a deemed liquidation event under our current restated certificate of incorporation, but in any event no later than the three-year anniversary of this offering.

Anti-Takeover Provisions

Delaware Law

Upon the completion of this offering, we will be governed by the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents some Delaware corporations from engaging, under some circumstances, in a business combination, which includes a merger or sale of at least 10% of the corporation’s assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation’s outstanding voting stock, unless:

•

the transaction is approved by the board of directors prior to the time that the interested stockholder became an interested stockholder; or

•

subsequent to such time that the stockholder became an interested stockholder the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or amended and restated bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts of us may be discouraged or prevented.

Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions

Upon the completion of this offering, our restated certificate of incorporation and our amended and restated bylaws will include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control of our management team, including the following:

•

Separate Class B Vote for Change in Control Transactions. As described above in “—Common Stock—Voting Rights,” any transaction that would result in a change in control of our company will require the approval of a majority of our outstanding Class B common stock voting as a separate class. This provision could delay or prevent the approval of a change in control that might otherwise be approved by a majority of outstanding shares of our Class A and Class B common stock voting together on a combined basis.

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•

Dual Class Stock. As described above in “—Common Stock—Voting Rights,” our restated certificate of incorporation will provide for a dual class common stock structure, which provides our executive officers and directors and their affiliates with the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A and Class B common stock. These matters include the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. Current investors, executives and employees will also have the ability to exercise significant influence over those matters.

•

Supermajority Approvals. Our restated certificate of incorporation and amended and restated bylaws initially will not provide that certain amendments to our restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock. However, when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, certain amendments to our restated certificate of incorporation or amended and restated bylaws by stockholders will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock. This will have the effect of making it more difficult to amend our restated certificate of incorporation or amended and restated bylaws to remove or modify any existing provisions.

•

Board of Directors Vacancies. Our restated certificate of incorporation and amended and restated bylaws will authorize our board of directors to fill vacant directorships. In addition, the number of directors constituting our board of directors will be set only by resolution adopted by a majority vote of our entire board of directors. These provisions will prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors by filling the resulting vacancies with its own nominees.

•

Classified Board. Our restated certificate of incorporation and amended and restated bylaws will provide that our board of directors will be classified into three classes of directors, each of whom will hold office for a three-year term. In addition, directors may only be removed from the board of directors for cause and only by the approval of two-thirds of the combined vote of our then-outstanding shares of our Class A and Class B common stock. The existence of a classified board could delay a successful tender offeror from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential offeror.

•

Stockholder Action; Special Meeting of Stockholders. Our restated certificate of incorporation will provide that stockholders will not be able to take action by written consent, and will only be able to take action at annual or special meetings of our stockholders. Stockholders will not be permitted to cumulate their votes for the election of directors. Our amended and restated bylaws will further provide that special meetings of our stockholders may be called only by a majority vote of our entire board of directors, the chairman of our board of directors or our chief executive officer.

•

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at any meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our meetings of stockholders.

•

Issuance of Undesignated Preferred Stock. Our board of directors will have the authority, without further action by the holders of Class A common stock, to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by the board of directors and approved by a majority of the holders of Class B common stock. The existence of authorized but unissued shares of preferred stock will enable our board of directors to

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render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.

Choice of Forum

Upon the completion of this offering, our restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our restated certificate of incorporation or our amended and restated bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our Class A and Class B common stock will be American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219, and the telephone number is (800) 937-5449.

Listing

Our Class A common stock has been approved for listing on the New York Stock Exchange under the symbol “VEEV.”

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SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has not been a public market for shares of our Class A common stock. Future sales of substantial amounts of shares of our common stock, including shares issued upon the exercise of outstanding options, in the public market following this offering or the possibility of these sales occurring, could cause the prevailing market price for our Class A common stock to fall or impair our ability to raise equity capital in the future.

Following this offering, we will have outstanding 13,045,000 shares of our Class A common stock and 109,207,440 shares of our Class B common stock, based on the number of shares outstanding as of July 31, 2013. This includes 13,045,000 shares of Class A common stock that we and the selling stockholders are selling in this offering, which shares may be resold in the public market immediately, and assumes no additional exercise of outstanding options other than as described elsewhere in this prospectus.

The remaining 109,207,440 shares of common stock that are not sold in this offering will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which are summarized below.

In addition, substantially all of our security holders have entered into market standoff agreements with us or lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions, not to sell any of our capital stock until at least 181 days after the date of this prospectus, as described below. As a result of these agreements and the provisions of our investors’ rights agreement described above under “Description of Capital Stock—Registration Rights,” subject to the provisions of Rule 144 or Rule 701, based on an assumed offering date of July 31, 2013, 109,207,440 shares will be available for sale in the public market as follows:

•

beginning on the date of this prospectus, the 13,045,000 shares sold in this offering will be immediately available for sale in the public market;

•

beginning 181 days after the date of this prospectus, 109,207,440 additional shares will become eligible for sale in the public market, of which 81,639,583 shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and

•

the remainder of the shares will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Lock-Up Agreements

Our executive officers, directors and stockholders holding substantially all of our outstanding capital stock have agreed with the underwriters or us, not to dispose of any of our common stock or securities convertible into or exchangeable for shares of our common stock during the 180-day period following the date of this prospectus, except with the prior written consent of Morgan Stanley & Co. LLC. In addition, substantially all other holders of our common stock and options have previously entered into market stand-off agreements with us not to sell or otherwise transfer any of their common stock or securities convertible into or exchangeable for shares of common stock for a period that extends until 181 days after the date of this prospectus.

See “Underwriting” for a more complete description of the lock-up agreements with the underwriters.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of our restricted common stock for at least six months would be entitled to sell their securities provided that such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale, and we are subject to the periodic reporting requirements of the Exchange Act, for at least 90 days before the sale. In

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addition, under Rule 144, any person who is not an affiliate of ours and has held their shares for at least one year, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of shares immediately upon the completion of this offering without regard to whether current public information about us is available. Persons who have beneficially owned shares of our restricted common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

•

1% of the number of Class A common shares then outstanding, which will equal approximately 130,450 shares immediately after this offering assuming no exercise of the underwriters’ option to purchase additional shares, based on the number of common shares outstanding as of July 31, 2013; or

•

the average weekly trading volume of our common shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale. Such sales both by affiliates and by non-affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Rule 701

Any of our service providers who purchased shares under a written compensatory plan or contract prior to this offering may be entitled to rely on the resale provisions of Rule 701. Rule 701, as currently in effect, permits resales of shares, including by affiliates, in reliance upon Rule 144 but without compliance with certain restrictions, including the holding period requirement, of Rule 144. Rule 701 further provides that non-affiliates may sell such shares in reliance on Rule 144 without having to comply with the public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling such shares if such resale is done under Rule 701. All Rule 701 shares are, however, subject to lock-up agreements and will only become eligible for sale upon the expiration of these lock-up agreements.

Registration Rights

Upon completion of this offering, the holders of 81,725,000 shares of our Class B common will be entitled to rights with respect to the registration of the sale of the Class A common stock into which these shares are convertible under the Securities Act. See “Description of Capital Stock—Registration Rights.” All such shares are covered by lock-up agreements. Following the expiration of the lock-up period, registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by our affiliates.

Form S-8 Registration Statements

We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of common stock subject to options outstanding, as well as reserved for future issuance, under our stock plans. We expect to file this registration statement as soon as practicable after this offering. However, none of the shares registered on Form S-8 will be eligible for resale until the expiration of the lock-up agreements to which they are subject.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK

The following discussion is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the acquisition, ownership and disposition of shares of our Class A common stock issued pursuant to this offering. This discussion is not a complete analysis of all the potential U.S. federal income tax consequences relating thereto, nor does it address any tax consequences arising under any state, local or non-U.S. tax laws, the U.S. federal estate tax or gift tax rules (except to the limited extent set forth below) or any other U.S. federal tax laws. This discussion is based on the Internal Revenue Code of 1986, as amended (Code), Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (IRS), all as in effect as of the date of this offering. These authorities may change, possibly retroactively, resulting in U.S. federal income tax consequences different from those discussed below. No ruling has been or will be sought from the IRS with respect to the matters discussed below, and there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of shares of our common stock, or that any such contrary position would not be sustained by a court.

This discussion is limited to non-U.S. holders who purchase shares of our Class A common stock issued pursuant to this offering and who hold shares of our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax considerations that may be relevant to a particular holder in light of that holder’s particular circumstances. This discussion also does not consider any specific facts or circumstances that may be relevant to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

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banks, thrifts and other financial institutions;

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insurance companies;

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partnerships, S corporations and other pass-through entities;

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real estate investment trusts;

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regulated investment companies;

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“controlled foreign corporations;”

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“passive foreign investment companies;”

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corporations that accumulate earnings to avoid U.S. federal income tax;

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brokers, dealers or traders in securities, commodities or currencies;

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tax-exempt organizations;

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tax-qualified retirement plans;

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certain former citizens or permanent residents of the United States;

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persons subject to the alternative minimum tax;

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persons that hold or receive shares of our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

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persons that own, or are deemed to own, more than 5% of our outstanding common stock (except to the extent specifically set forth below);

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persons holding shares of our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment; or

•

persons deemed to sell shares of our common stock under the constructive sale provisions of the Code.

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If a partnership (or other entity taxed as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold shares of our common stock and partners in such partnerships are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of acquiring, owning or disposing of shares of our common stock.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF SHARES OF OUR CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS, THE U.S. FEDERAL ESTATE OR GIFT TAX RULES, ANY OTHER U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATY.

Definition of Non-U.S. Holder

For purposes of this discussion, a non-U.S. holder is any beneficial owner of shares of our Class A common stock that is not a “U.S. person” or a partnership for U.S. federal income tax purposes. A U.S. person is any of the following:

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an individual citizen or resident of the United States;

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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust (i) if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (ii) that has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

Distributions on Our Class A Common Stock

As described above under “Dividend Policy,” we do not anticipate paying cash dividends on shares of our Class A common stock. If, however, we do make distributions of cash or property on shares of our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its shares of our Class A common stock, but not below zero. Any remaining excess will be treated as capital gain and will be treated as described below under “—Gain on Sale or Disposition of Shares of Our Class A Common Stock.” Any distribution on our Class A common stock would also be subject to the discussion below in “—Additional Withholding and Information Reporting Requirements.” Dividends paid to a non-U.S. holder of shares of our Class A common stock generally will be subject to withholding of U.S. federal income tax at a 30% rate unless such non-U.S. holder qualifies for an exemption from or a reduction in the rate of withholding and provides us or our agent, as the case may be, with the appropriate IRS Form W-8, such as:

•

IRS Form W-8BEN (or successor form) certifying, under penalties of perjury, that the non-U.S. holder is entitled to an exemption from or a reduction in the rate of withholding of tax under an applicable income tax treaty; or

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IRS Form W-8ECI (or successor form) certifying, under penalties of perjury, that a dividend paid on such Class A common stock is not subject to withholding of tax because it is effectively connected with a trade or business in the United States of the non-U.S. holder (in which case such dividend generally will be subject to regular graduated U.S. federal income tax rates as described below).

The certification requirement described above must be provided to us or our agent prior to the payment of dividends and may be required to be updated periodically. This certification also may require a non-U.S. holder that

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provides an IRS form or that claims treaty benefits to provide its U.S. taxpayer identification number. Special certification and other requirements apply in the case of certain non-U.S. holders that are intermediaries or pass-through entities for U.S. federal income tax purposes. Each non-U.S. holder is urged to consult its own tax advisor about the specific methods for satisfying these requirements. A claim for exemption will not be valid if the person receiving the applicable form has actual knowledge or reason to know that the statements on the form are false. If dividends are effectively connected with a trade or business in the United States of a non-U.S. holder (and, if required by an applicable income tax treaty, attributable to a permanent establishment maintained by such non-U.S. Holder in the United States), the non-U.S. Holder, although exempt from the withholding of tax described above (provided that the certifications described above are satisfied), generally will be subject to U.S. federal income tax on such dividends on a net income basis in the same manner as if it were a resident of the United States. In addition, if a non-U.S. Holder is treated as a corporation for U.S. federal income tax purposes, the non-U.S. Holder may be subject to an additional “branch profits tax” equal to 30% (unless reduced by an applicable income treaty) of its earnings and profits in respect of such effectively connected dividend income. If a non-U.S. Holder is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty, the holder may obtain a refund or credit of any excess amount withheld by timely filing an appropriate claim for refund with the IRS.

Gain on Sale or Disposition of Shares of Our Class A Common Stock

Subject to the discussion below in “—Additional Withholding and Information Reporting Requirements,” in general, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or disposition of shares of our Class A common stock unless:

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the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if required by an applicable tax treaty, attributable to a permanent establishment maintained by the non-U.S. holder in the United States;

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the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the sale or disposition and certain other requirements are met; or

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shares of our Class A common stock constitute a U.S. real property interest by reason of our status as a U.S. real property holding corporation (USRPHC) for U.S. federal income tax purposes at any time within the shorter of (i) the five-year period ending on the date of the sale or disposition of shares of our Class A common stock, or (ii) the non-U.S. holder’s holding period for shares of our Class A common stock.

Unless an applicable tax treaty provides otherwise, the gain described in the first exception above generally will be subject to U.S. federal income tax on a net income basis in the same manner as if such non-U.S. holder were a U.S. person. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate as is specified by an applicable tax treaty). Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

The gain described in the second exception above generally will be subject to U.S. federal income tax at a flat 30% rate (or such lower rate as is specified by an applicable income tax treaty), but may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third exception above, we would be a USRPHC if interests in U.S. real property comprised (by fair market value) at least half of our business assets. We believe that we currently are not, and we do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets, however, there can be no assurance that we will not become a USRPHC in the future. In the event we do become a USRPHC, as long as shares of our Class A common stock are regularly traded on an established securities market, shares of our Class A common stock will be treated as a U.S. real property interest only with respect to a non-U.S. holder that actually or constructively held more than 5% of shares of our Class A common stock at any time during

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the shorter of (i) the five-year period ending on the date of the sale or disposition of shares of our Class A common stock, or (ii) the non-U.S. holder’s holding period for shares of our Class A common stock.

Additional Withholding and Information Reporting Requirements

Legislation enacted in March 2010 (commonly referred to as FATCA) generally will impose a 30% withholding tax on U.S. source dividends and gross proceeds from the sale or other disposition of stock or property that is capable of producing U.S. source dividends paid to (i) a foreign financial institution (as defined in Section 1471(d)(4) of the Code) unless such foreign financial institution enters into a reporting agreement with the IRS, or otherwise complies with any obligations resulting from the United States entering into an intergovernmental agreement with the jurisdiction in which the foreign financial institution is resident, to collect and disclose certain information regarding its U.S. account holders (which, for this purpose, can include certain debt and equity holders of such foreign financial institution as well as the direct and indirect owners of financial accounts maintained by such institution) and satisfies certain other requirements, and (ii) certain other non-U.S. entities unless such an entity provides the payor with information regarding certain direct and indirect U.S. owners of the entity, or certifies that it has no such U.S. owners, and complies with certain other requirements. Under certain phase-in rules, the FATCA withholding rules would apply to certain payments, including dividend payments on our Class A common stock, if any, paid after December 31, 2013, and to payments of gross proceeds from the sale or other dispositions of our Class A common stock paid after December 31, 2016. These new FATCA withholding rules apply regardless of whether a payment would otherwise be exempt from the withholding of tax described above in respect of distributions on and dispositions of our Class A common stock. Each non-U.S. holder is urged to consult its own tax advisor about the possible impact of these rules on their investment in our Class A common stock, and the entities through which they hold our Class A common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of this 30% withholding of tax under FATCA.

Backup Withholding and Information Reporting

We must report annually to the IRS and to each non-U.S. holder the gross amount of the distributions on our Class A common stock paid to the holder and the tax withheld, if any, with respect to the distributions. Pursuant to tax treaties or other agreements, the IRS may make these reports available to tax authorities in the non-U.S. holder’s country of residence, organization or incorporation. Non-U.S. holders may have to comply with specific certification procedures to establish that the holder is not a United States person (as defined in the Code) in order to avoid backup withholding at the applicable rate, currently 28%, with respect to dividends on our Class A common stock. Dividends paid to non-U.S. holders subject to withholding of U.S. federal income tax, as described above in “—Distributions on Our Class A Common Stock,” generally will be exempt from U.S. backup withholding. Information reporting and backup withholding will generally apply to the proceeds of a disposition of our Class A common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Dispositions effected through a non-U.S. office of a U.S. broker or a non-U.S. broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders are urged to consult their own tax advisors about the application of the information reporting and backup withholding rules to them. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timely filed with the IRS.

Federal Estate Tax

Class A common stock owned (or treated as owned) by an individual who is not a citizen or a resident of the United States (as defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate or other tax treaty provides otherwise, and, therefore, may be subject to U.S. federal estate tax.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and Deutsche Bank Securities Inc. are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:


Name	Number of Shares
Morgan Stanley & Co. LLC
Deutsche Bank Securities Inc.
Pacific Crest Securities LLC
Stifel, Nicolaus & Company, Incorporated
Wells Fargo Securities, LLC
Canaccord Genuity Inc.

Total		13,045,000

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us and the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased.

The underwriters initially propose to offer part of the shares of Class A common stock directly to the public at the initial public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ a share under the initial public offering price. Any underwriter may allow a concession not in excess of $ a share to other underwriters or to certain dealers. After the initial offering of the shares of Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 1,956,750 additional shares of Class A common stock at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of Class A common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of Class A common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of Class A common stock listed next to the names of all underwriters in the preceding table.

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The following table shows the per share and total public offering price, underwriting discounts and commissions and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 1,956,750 shares of our Class A common stock.

Total

Per Share

No Exercise

Full Exercise

Public offering price

Underwriting discounts and commissions paid by:

The selling stockholders

Proceeds, before expenses, to us

Proceeds, before expenses, to the selling stockholders

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $2.9 million, which includes legal, accounting and printing costs and various other fees associated with the registration and listing of our Class A common stock.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them.

Our Class A common stock has been approved for listing on the New York Stock Exchange under the trading symbol “VEEV.”

We, all of our directors and executive officers and substantially all of our stockholders have agreed with Morgan Stanley & Co., LLC and Deutsche Bank Securities Inc. that we and they will not, during the period ending 180 days after the date of this prospectus:

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock, Class B common stock or other securities convertible into or exercisable or exchangeable for Class A common stock or Class B common stock;

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A common stock or Class B common stock, whether any such transaction described in these first two bullets is to be settled by delivery of Class A common stock, Class B common stock or such other securities, in cash or otherwise;

•

in the case of our stockholders, make any demand for or exercise any right with respect to, the registration of any shares of Class A common stock, Class B common stock or other securities convertible into or exercisable or exchangeable for Class A common stock or Class B common stock;

•

in our case, file any registration statement with the SEC relating to the offering of any shares of Class A common stock, Class B common stock or any securities convertible into or exercisable or exchangeable for Class A common stock or Class B common stock, except for the filing of a registration statement on Form S-8 relating to the offering of securities in accordance with the terms of plans in effect on the date hereof; or

•

in our case, make any public announcement of any intention to do any of the foregoing.

The restrictions described in the immediately preceding paragraph shall not apply to:

•

the sale of shares of Class A common stock pursuant to the underwriting agreement;

•

127

•

distributions or transfers of shares of Class A common stock, Class B common stock or any securities convertible into or exercisable or exchangeable for Class A common stock or Class B common stock by a security holder that is a corporation, partnership or other business entity to general or limited partners, members or stockholders of the security holder or to any investment fund or other business entity controlled or managed by the security holder;

•

transfers of shares of Class A common stock, Class B common stock or any securities convertible into or exercisable or exchangeable for Class A common stock or Class B common stock by will or intestate succession or to any trust for the direct or indirect benefit of the security holder or any member of the security holder’s immediate family;

•

the exercise of options granted under our equity incentive plans disclosed in this prospectus, provided that the shares of Class A common stock or Class B common stock delivered upon such exercise are subject to the restrictions set forth above and no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with such exercise;

•

transfers of shares of Class A common stock, Class B common stock or any security convertible into or exercisable or exchangeable for Class A common stock or Class B common stock by security holders to us pursuant to agreements under which we have the option to repurchase such shares or a right of first refusal with respect to the transfers of such shares;

•

the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (Exchange Act), for the transfer of shares of Class A common stock or Class B common stock, provided that such plan does not provide for the transfer of Class A common stock or Class B common stock during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required or voluntarily made during the 180-day restricted period by or on behalf of us or the security holder;

•

transfers of shares of Class A common stock or Class B common stock to us as forfeitures to satisfy tax withholding and remittance obligations of the security holder in connection with the vesting or exercise of equity awards granted pursuant to our equity incentive plans disclosed in this prospectus, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with such transfer;

•

the issuance by us of shares of, or options to purchase shares of, Class A common stock or Class B common stock or restricted stock units to our employees, officers, directors, advisors or consultants pursuant to the employee benefit plans described in this prospectus, provided that, prior to such issuance, to the extent that any such shares or any such options or restricted stock units will become vested during the 180-day restricted period, we shall cause each recipient of such grant or issuance to sign and deliver a copy of the lock-up agreement;

•

our sale or issuance of or entry into an agreement to sell or issue shares of Class A common stock or Class B common stock in connection with our acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions, provided, that, the aggregate number of shares of Class A common stock and Class B common stock that we may sell or issue or agree to sell or issue in such a transaction shall not exceed 5% of the total number of shares of Class A common stock and Class B common stock issued and outstanding immediately following the completion of the transaction and provided further that we shall cause each recipient of such shares to sign and deliver a copy of the lock-up agreement prior to such issuance; and

•

the filing by us of a registration statement on Form S-8 with respect to the employee benefit plans described in this prospectus;

provided that in the case of any transfer or distribution pursuant to the second, third and fourth bullets above, it shall be a condition of the transfer or distribution that each transferee, donee or distributee shall sign and deliver

128

a copy of the lock-up agreement prior to or upon such transfer, such transfer shall not involve a disposition for value and no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Class A common stock or Class B common stock shall be required or shall be made voluntarily during the restricted period. Morgan Stanley & Co. LLC, in its sole discretion, may release the shares of Class A common stock, Class B common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice.

In order to facilitate this offering of the Class A common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Class A common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the underwriters’ over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, to stabilize the price of the Class A common stock, the underwriters may bid for, and purchase, shares of Class A common stock in the open market. The underwriting syndicate also may reclaim selling concessions allowed to an underwriter or a dealer for distributing the Class A common stock in the offering, if the syndicate repurchases previously distributed Class A common stock to cover syndicate short positions or to stabilize the price of the Class A common stock. These activities may raise or maintain the market price of the Class A common stock above independent market levels or prevent or retard a decline in the market price of the Class A common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time. The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

We, the selling stockholders and the several underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates may in the future perform, various financial advisory and investment banking services for us, for which they will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments (directly, as collateral securing other obligations or otherwise). The underwriters and their respective affiliates may also make investment recommendations or

129

publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations among us, the selling stockholders and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market for the shares will develop, or that after the offering the shares will trade in the public market at or above the initial public offering price.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of securities to the public in that Member State, except that it may, with effect from and including such date, make an offer of securities to the public in that Member State:

•

at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•

at any time to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

•

at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the above, the expression an “offer of securities to the public” in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in that Member State.

United Kingdom

This prospectus and any other material in relation to the shares described herein is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospective Directive (qualified investors) that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (Order), (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such shares will be engaged in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by

130

recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus or any of its contents.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571 Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer; or (iii) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been

131

prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, us or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

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LEGAL MATTERS

The validity of the shares of Class A common stock being offered will be passed upon for us by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Redwood City, California. Fenwick & West LLP, Mountain View, California is acting as counsel to the underwriters.

EXPERTS

Our consolidated financial statements as of January 31, 2012 and 2013, and for each of the fiscal years in the three-year period ended January 31, 2013, have been included herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered hereby. This prospectus contains all information about us and our common stock that may be material to an investor in this offering. The registration statement includes exhibits to which you should refer for additional information about us.

You may inspect a copy of the registration statement and the exhibits and schedules to the registration statement without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of the registration statement from the public reference section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 upon the payment of the prescribed fees. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website.

Upon the completion of this offering, we will be subject to the information reporting requirements of the Securities Act and we will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above. We also maintain a website at www.veeva.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our Class A common stock.

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VEEVA SYSTEMS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page

Report of KPMG LLP, Independent Registered Public Accounting Firm		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Comprehensive Income		F-4

Consolidated Statements of Stockholders’ Equity		F-6

Consolidated Statements of Cash Flows		F-7

Notes to Consolidated Financial Statements		F-8

F-1

Report of KPMG LLP, Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Veeva Systems Inc.:

We have audited the accompanying consolidated balance sheets of Veeva Systems Inc. and subsidiaries (the Company) as of January 31, 2013 and 2012, and the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Veeva Systems Inc. and subsidiaries as of January 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended January 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Santa Clara, California

June 26, 2013

F-2

VEEVA SYSTEMS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)


	January 31,				July 31,		Pro Forma Stockholders’ Equity July 31,
	2012		2013		2013		2013
					(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	16,880	$	31,890	$	38,608
Short-term investments		—		14,276		14,267
Accounts receivable, net of allowance for doubtful accounts of $300, $305 and $562 (unaudited), respectively		20,567		37,094		38,883
Deferred income taxes		511		1,169		1,675
Income tax receivable		1,052		1,111		106
Note receivable—related party		250		253		—
Other current assets		404		1,097		2,740

Total current assets		39,664		86,890		96,279
Property and equipment, net		824		1,379		2,146
Capitalized internal-use software, net		590		880		970
Goodwill		—		—		4,709
Intangible assets		—		—		7,377
Other long-term assets		336		671		1,139

Total assets	$	41,414	$	89,820	$	112,620

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,513	$	3,340	$	1,325
Accrued expenses		6,770		6,981		11,443
Income tax payable		—		5,183		195
Deferred revenue		17,925		38,785		48,260

Total current liabilities		26,208		54,289		61,223
Deferred income taxes, noncurrent		422		441		2,548
Other long-term liabilities		681		1,124		1,449

Total liabilities		27,311		55,854		65,220
Commitments and contingencies (Note 13)

Stockholders’ equity:
Series A convertible preferred stock, $0.00001 par value; 60,000,000 shares authorized; 60,000,000 shares issued and outstanding at January 31, 2012 and 2013 and July 31, 2013 (unaudited), respectively		2,996		2,996		2,996	$	—
Series B convertible preferred stock, $0.00001 par value; 26,562,500 shares authorized; 25,000,000 shares issued and outstanding at January 31, 2012 and 2013 and July 31, 2013 (unaudited), respectively		3,937		3,937		3,937		—
Common stock, $0.00001 par value; 140,000,000 shares authorized; 22,620,207, 24,843,851, 27,532,440 and 112,532,440 shares issued and outstanding at January 31, 2012 and 2013 and July 31, 2013 (unaudited) and pro forma (unaudited) (including 2,616,666 shares subject to repurchase, legally issued and outstanding as of July 31, 2013), respectively		—		—		—		1
Additional paid-in capital		1,026		2,101		4,694		11,626
Accumulated other comprehensive income		—		5		3		3
Retained earnings		6,144		24,927		35,770		35,770

Total stockholders’ equity		14,103		33,966	$	47,400	$	47,400

Total liabilities and stockholders’ equity	$	41,414	$	89,820	$	112,620

See Notes to Consolidated Financial Statements.

F-3

VEEVA SYSTEMS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except share and per share data)


	Fiscal Year Ended January 31,							Six Months Ended July 31,
	2011		2012		2013			2012			2013
								(Unaudited)
Revenues:
Subscription services	$	19,573	$	32,613	$	73,280		$	29,202		$	62,000
Professional services and other		9,556		28,649		56,268			24,762			30,369

Total revenues		29,129		61,262		129,548			53,964			92,369

Cost of revenues⁽¹⁾:
Cost of subscription services		5,236		8,768		18,852			7,749			14,898
Cost of professional services and other		7,081		20,288		38,164			16,650			21,954

Total cost of revenues		12,317		29,056		57,016			24,399			36,852

Gross profit		16,812		32,206		72,532			29,565			55,517

Operating expenses⁽¹⁾:
Research and development		3,637		7,750		14,638			6,341			11,884
Sales and marketing		5,571		12,279		19,490			7,988			17,272
General and administrative		2,513		5,539		8,371			3,349			8,350

Total operating expenses		11,721		25,568		42,499			17,678			37,506

Operating income		5,091		6,638		30,033			11,887			18,011
Other income (expense), net		173		15		(940	)		(411	)		(564	)

Income before income taxes		5,264		6,653		29,093			11,476			17,447
Provision for income taxes		1,355		2,423		10,310			4,126			6,604

Net income	$	3,909	$	4,230	$	18,783		$	7,350		$	10,843

Net income attributable to common stockholders	$	428	$	599	$	3,480		$	1,269		$	2,222

Net income per share attributable to common stockholders:
Basic	$	0.03	$	0.03	$	0.17		$	0.07		$	0.09

Diluted	$	0.02	$	0.02	$	0.11		$	0.04		$	0.06

Weighted-average shares used to compute net income per share attributable to common stockholders:
Basic		13,156		17,655		20,887			19,380			23,440

Diluted		20,154		24,776		30,599			28,556			35,833

Pro forma net income per share attributable to common stockholders (unaudited):
Basic					$	0.17					$	0.10

Diluted					$	0.16					$	0.09

Pro forma weighted-average shares used to compute pro forma net income per share attributable to common stockholders (unaudited):
Basic						105,887						108,440

Diluted						115,599						120,833

Other comprehensive income:
Net change in unrealized gains (losses) on available-for-sale investments	$	—	$	—	$	5		$	—		$	(2	)

Comprehensive income	$	3,909	$	4,230	$	18,788		$	7,350		$	10,840

See Notes to Consolidated Financial Statements.

F-4

VEEVA SYSTEMS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

(In thousands)

(1)

Includes stock-based compensation expense as follows:


	Fiscal Year Ended January 31,						Six Months Ended July 31,
	2011		2012		2013		2012		2013
							(Unaudited)
Cost of revenues:
Cost of subscription services	$	—	$	1	$	3	$	1	$	9
Cost of professional services and other		9		63		120		51		228
Research and development		30		106		238		90		466
Sales and marketing		43		99		140		63		482
General and administrative		87		165		214		104		765

See Notes to Consolidated Financial Statements.

F-5

VEEVA SYSTEMS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)


	Convertible Preferred Stock				Common Stock				Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
	Series A and B				Common Stock
	Shares		Amount		Shares		Amount
Balance at January 31, 2010		85,000,000	$	6,933		12,438,461	$	—	$	78	$	(1,995	)	$	—		$	5,016
Issuance of common stock upon exercise of stock options		—		—		3,095,622		—		79		—			—			79
Issuance of common stock upon early exercise of stock options		—		—		6,365,000		—		—		—			—			—
Stock-based compensation expense		—		—		—		—		169		—			—			169
Net income		—		—		—		—		—		3,909			—			3,909

Balance at January 31, 2011		85,000,000	$	6,933		21,899,083	$	—	$	326	$	1,914		$	—		$	9,173
Issuance of common stock upon exercise of stock options		—		—		637,167		—		6		—			—			6
Issuance of common stock upon early exercise of stock options		—		—		83,957		—		—		—			—			—
Vesting of early exercised stock options		—		—				—		260		—			—			260
Stock-based compensation expense		—		—		—		—		434		—			—			434
Net income		—		—		—		—		—		4,230			—			4,230

Balance at January 31, 2012		85,000,000	$	6,933		22,620,207	$	—	$	1,026	$	6,144		$	—		$	14,103
Issuance of common stock upon exercise of stock options		—		—		1,481,017		—		136		—			—			136
Issuance of common stock upon early exercise of stock options		—		—		742,627		—		—		—			—			—
Vesting of early exercised stock options		—		—		—		—		224		—			—			224
Stock-based compensation expense		—		—		—		—		715		—			—			715
Unrealized gain on investments		—		—		—		—		—		—			5			5
Net income		—		—		—		—		—		18,783			—			18,783

Balance at January 31, 2013		85,000,000	$	6,933		24,843,851	$	—	$	2,101	$	24,927		$	5		$	33,966
Issuance of common stock upon exercise of stock options (unaudited)		—		—		2,511,423		—		377		—			—			377
Issuance of common stock upon early exercise of stock options (unaudited)		—		—		177,166		—		—		—			—			—
Vesting of early exercised stock options (unaudited)		—		—		—		—		248		—			—			248
Stock-based compensation expense (unaudited)		—		—		—		—		1,968		—			—			1,968
Unrealized (loss) on investments (unaudited)		—		—		—		—		—		—			(2	)		(2	)
Net income (unaudited)		—		—		—		—		—		10,843			—			10,843

Balance at July 31, 2013 (unaudited)		85,000,000	$	6,933		27,532,440	$	—	$	4,694	$	35,770		$	3		$	47,400

See Notes to Consolidated Financial Statements.

F-6

VEEVA SYSTEMS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
										(Unaudited)
Cash flows from operating activities
Net income	$	3,909		$	4,230		$	18,783		$	7,350		$	10,843
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		219			407			789			362			778
Amortization of premiums on short-term investments		—			—			101			—			178
Stock-based compensation		169			434			715			309			1,950
Deferred income taxes		(619	)		530			(639	)		(255	)		(173	)
Bad debt expense		—			300			540			222			282
Changes in operating assets and liabilities:
Accounts receivable		(5,468	)		(12,838	)		(17,067	)		(1,653	)		(435	)
Income taxes		(64	)		(988	)		5,124			838			(3,983	)
Other current and non-current assets		(90	)		(296	)		(593	)		92			(893	)
Accounts payable		430			416			1,747			(156	)		(2,103	)
Accrued expenses		579			4,784			(4	)		822			4,139
Deferred revenue		5,403			7,511			20,860			6,607			9,353
Long-term liabilities		435			246			443			(442	)		325

Net cash provided by operating activities		4,903			4,736			30,799			14,096			20,261
Cash flows from investing activities
Purchases of short-term investments		—			—			(14,372	)		—			(2,771	)
Maturities and sales of investments		—			—			—			—			2,600
Purchases of property and equipment		(426	)		(650	)		(964	)		(454	)		(1,101	)
Acquisitions, net of cash acquired		—			—			—			—			(12,149	)
Payments for capitalized internal-use software		(156	)		(543	)		(590	)		(333	)		(293	)
Proceeds from (issuance of) note receivable—related party		—			(250	)		(3	)		(2	)		253
Payments for restricted cash and deposits		(75	)		(240	)		(435	)		(295	)		3

Net cash used in investing activities		(657	)		(1,683	)		(16,364	)		(1,084	)		(13,458	)
Cash flows from financing activities
Proceeds from early exercise of common stock options		808			43			439			226			67
Proceeds from exercise of common stock options		79			6			136			41			377
Payments of initial public offering costs		—			—			—			—			(529	)

Net cash provided by (used in) financing activities		887			49			575			267			(85	)

Net change in cash and cash equivalents		5,133			3,102			15,010			13,279			6,718
Cash and cash equivalents at beginning of year		8,645			13,778			16,880			16,880			31,890

Cash and cash equivalents at end of year	$	13,778		$	16,880		$	31,890		$	30,159		$	38,608

Supplemental disclosures of other cash flow information
Cash paid for income taxes	$	1,663		$	2,636		$	5,659		$	3,389		$	9,986

Non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued expenses	$	—		$	—		$	80		$	79		$	26

Vesting of early exercised stock options	$	—		$	260		$	224		$	124		$	248

See Notes to Consolidated Financial Statements.

F-7

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

The consolidated financial statements include accounts of our wholly owned subsidiaries after elimination of intercompany accounts and transactions.

Fiscal Year End

Our fiscal year end is January 31. References to fiscal 2013, for example, refer to our fiscal year ending January 31, 2013.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the consolidated financial statements and the notes thereto. Significant items subject to such estimates and assumptions include:

•

the best estimate of selling price of the deliverables included in multiple-deliverable revenue arrangements;

•

the realizability of deferred income tax assets;

•

the fair value of our common stock and stock-based awards; and

•

the capitalization and estimated useful life of internal-use software development costs.

As future events cannot be determined with precision, actual results could differ significantly from those estimates.

Unaudited Consolidated Interim Financial Information

The consolidated balance sheet as of July 31, 2013, the consolidated statements of comprehensive income and cash flows for the six months ended July 31, 2012 and 2013 and the consolidated statement of stockholders’ equity for the six months ended July 31, 2013 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in our opinion, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of July 31, 2013 and the consolidated results of our comprehensive income and our cash flows for the six months ended July 31, 2012 and 2013. The financial data and other information disclosed in these notes to the consolidated financial statements related to the six months ended July 31, 2012 and 2013 are unaudited. The results of the six months ended July 31, 2013 are not necessarily indicative of the results to be expected for the year ending January 31, 2014.

F-8

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Unaudited Pro Forma Stockholders’ Equity and Net Income per Share Attributable to Common Stockholders

Upon the effectiveness of a qualified initial public offering, all of the outstanding shares of convertible preferred stock will automatically convert into shares of common stock. The July 31, 2013 unaudited pro forma stockholders’ equity data has been prepared assuming the conversion of the convertible preferred stock outstanding into 85,000,000 shares of common stock. Unaudited pro forma net income per share attributable to common stockholders for the year ended January 31, 2013 and the six months ended July 31, 2013 has been computed to give effect to the automatic conversion of the convertible preferred stock (using the if-converted method) into common stock as though the conversion had occurred on the original dates of issuance.

Revision of Previously Issued Financial Statements

During fiscal 2013, we determined that, in fiscal 2011 and 2012, we erroneously recorded certain items to the consolidated balance sheets, statements of comprehensive income and cash flows. We assessed the materiality of these errors on the prior period financial statements in accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 99 (SAB 99) and concluded that the errors were not material to the previously issued financial statements taken as a whole.

Revisions to the consolidated balance sheet for the year ended January 31, 2012 consisted of a reclassification of accrued expenses of $0.7 million to other long-term liabilities.

Revisions to the consolidated statements of cash flows consisted of a reclassification from cash flows provided by operating activities to cash flows used in investing activities. These consisted of proceeds from issuance of note receivable—related party and payments for restricted cash and deposits totaling $75,000 and $0.5 million in fiscal 2011 and 2012, respectively.

Revisions to the consolidated statement of comprehensive income were for allocation of overhead expenses to the functional expense categories for the year ended January 31, 2012. We have revised our prior year statement of comprehensive income to correct the effects of those immaterial errors as follows (in thousands):


	Fiscal Year Ended January 31,
	2011		2011		2012		2012
	As Reported		As Revised		As Reported		As Revised
Cost of subscription services	$	5,118	$	5,236	$	8,372	$	8,768
Cost of professional services and other		7,081		7,081		21,537		20,288
Research and development		3,993		3,637		8,061		7,750
Sales and marketing		5,571		5,571		12,279		12,279
General and administrative		2,275		2,513		4,375		5,539

Segment Information

We define the term “chief operating decision maker” to be our Chief Executive Officer. Our Chief Executive Officer reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. Accordingly, we have determined that we operate in a single reportable operating segment.

Revenue Recognition

We derive our revenues from two sources: (i) subscription services revenues, which are comprised of subscription fees from customers accessing our enterprise cloud computing solutions, and (ii) related professional services and other revenues. Professional services and other revenues generally include consulting and training. We commence revenue recognition when all of the following conditions are satisfied:

F-9

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

•

there is persuasive evidence of an arrangement;

•

the service has been or is being provided to the customer;

•

the collection of the fees is reasonably assured; and

•

the amount of fees to be paid by the customer is fixed or determinable.

Our subscription services arrangements are generally non-cancelable and do not provide for refunds to customers in the event of cancellations. We record revenues net of any sales or excise taxes.

Subscription Services Revenues

Subscription services revenues are recognized ratably over the order term beginning when the solution has been provisioned to the customer. Our subscription arrangements are considered service contracts, and the customer does not have the right to take possession of the software.

Professional Services and Other Revenues

Multiple Element Arrangements

We apply the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2009-13, Multiple—Deliverable Revenue Arrangements, to allocate revenues based on relative best estimated selling price to each unit of accounting in multiple element arrangements, which generally include subscriptions and professional services. Best estimated selling price of each unit of accounting included in a multiple element arrangement is based upon management’s estimate of the selling price of deliverables when vendor specific objective evidence or third-party evidence of selling price is not available.

Deferred Revenue

Deferred revenue includes amounts billed to customers for which the revenue recognition criteria have not been met. The majority of deferred revenue primarily consists of billings or payments received in advance of revenue recognition from our subscription services described above and is recognized as the revenue recognition

F-10

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

criteria are met. We generally invoice our customers in annual, quarterly or monthly installments for the subscription services, which are typically one year or less. Accordingly, the deferred revenue balance does not generally represent the total contract value of a subscription arrangement. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue.

Certain Risks and Concentrations of Credit Risk

Our revenues are derived from subscription and professional services delivered to the pharmaceutical and life sciences industry. We operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products or services with new capabilities and other factors could negatively impact our operating results.

Our financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. We primarily maintain cash at one financial institution, for which our deposits exceed federally insured limits.

We do not require collateral from our customers and generally require payment within 30 to 60 days of billing. We periodically evaluate the collectibility of our accounts receivable and provide an allowance for doubtful accounts as necessary, based on historical experience. Historically, such losses have not been material.

The following customers individually exceeded 10% of total accounts receivable as of the dates shown:

January 31,
2012

January 31,
2013

July 31,
2013

(Unaudited)

Customer 1

Customer 2

Customer 3

Customer 4

Customer 5

Customer 6

Does not exceed 10%.

The following customers individually exceeded 10% of total revenues for the periods shown:

Fiscal Year Ended
January 31,

Six Months Ended
July 31,

2011

2012

2013

2012

2013

(Unaudited)

Customer 1

Customer 2

Customer 3

Customer 4

Customer 5

Customer 6

Does not exceed 10%.

Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of January 31, 2013 and 2012, our cash equivalents consisted of money market funds totaling $7.6 million and $12.2 million, respectively, the fair value of which approximates our carrying value.

F-11

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

We classify certain restricted cash balances within other long-term assets on the accompanying balance sheets based upon the term of the remaining restrictions.

Short-term Investments

We classify short-term investments as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. All short-term investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale securities are included in accumulated other comprehensive income, a component of stockholders’ equity. We evaluate our investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net, in the consolidated statements of comprehensive income.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. We establish an allowance for doubtful accounts for estimated losses expected in our accounts receivable portfolio. In establishing the required allowance, we use the specific-identification method, and management considers historical losses adjusted to take into account current market conditions and the customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. We review our allowance for doubtful accounts periodically. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Activity related to our allowance for doubtful accounts was as follows (in thousands):


Balance, January 31, 2011	$	—
Charges to costs and expenses		300
Write-offs		—

Balance, January 31, 2012		300
Charges to costs and expenses		317
Write-offs		(312	)

Balance, January 31, 2013		305
Charges to costs and expenses (unaudited)		282
Write-offs (unaudited)		(25	)

Balance, July 31, 2013 (unaudited)	$	562

Property and Equipment

Property and equipment are stated at cost. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets. The estimated useful lives of equipment, computers, and furniture and fixtures range from three to five years. Leasehold improvements are depreciated over the shorter of the estimated useful life of the leasehold improvements or the lease term. Repairs and maintenance are charged to operations as incurred.

Internal-Use Software

We capitalize certain costs incurred for the development of computer software for internal use. These costs generally relate to the development of our customer relationship and content management solutions. We capitalize these costs during the development of the project, when it is determined that it is probable that the

F-12

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

project will be completed, and the software will be used as intended. Costs related to preliminary project activities, post-implementation activities, training and maintenance are expensed as incurred. Internal-use software is amortized on a straight-line basis over our estimated useful life, generally three years, and the amortization expense is recorded as a component of cost of subscription services. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in connection with business combinations accounted for using the purchase method of accounting. Goodwill is not amortized, but instead goodwill is required to be tested for impairment annually and under certain circumstances. We perform such testing of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then conduct a two-step test for impairment of goodwill. The first step of the test for goodwill impairment compares the fair value of the applicable reporting unit with its carrying value. If the fair value of a reporting unit is less than the reporting unit’s carrying value, we will perform the second step of the test for impairment of goodwill. During the second step of the test for impairment of goodwill, we will compare the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. If the carrying value of the goodwill exceeds the calculated implied fair value, the excess amount will be recognized as an impairment loss. We have one reporting unit and evaluate goodwill for impairment at the entity level.

Intangible assets, consisting primarily of data update technology, database, customer relationships and software, are stated at cost less accumulated amortization. All other intangible assets have been determined to have definite lives and are amortized on a straight-line basis over their estimated remaining economic lives, ranging from 2.8 and 5.8 years. Amortization expense related to developed technology is included in cost of professional services and other revenue. Amortization expense related to customer relationships is included in sales and marketing expense.

Long-Lived Assets

Long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. There were no impairment charges recognized during fiscal 2011, 2012 and 2013 and the six months ended July 31, 2013 (unaudited).

Business Combinations

We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. Our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect

F-13

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of comprehensive income.

Stock-based Compensation

We recognize stock-based compensation expense based on the estimate of fair value of the stock-based award at the grant date. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model and a single option award approach. This model requires that at the date of grant we determine the fair value of the underlying common stock, the expected term of the award, the expected volatility of the price of our common stock, risk-free interest rates, and expected dividend yield of our common stock. The stock-based compensation expense, net of estimated forfeitures, is recognized using a straight-line basis over the requisite service periods of the awards, which is generally four to five years. We estimate a forfeiture rate to calculate the stock-based compensation expense for our awards. Our forfeiture rate is based on an analysis of our actual historical forfeitures.

Net Income per Share Attributable to Common Stockholders

Basic and diluted net income per share of common stock is presented in conformity with the two-class method required for participating securities. Holders of our Series A and Series B convertible preferred stock are each entitled to receive noncumulative dividends out of any funds legally available, when and if declared by our board of directors, payable prior and in preference to any dividends on any shares of our common stock. Holders of our Series A and Series B convertible preferred stock do not have a contractual obligation to share in our losses.

We consider convertible preferred stock to be participating securities. Additionally, we consider unvested shares issued upon the early exercise of options to be participating securities as the holders of these shares have a non-forfeitable right to dividends.

Under the two-class method, net income attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income, less (i) current period convertible preferred stock non-cumulative dividends and (ii) earnings attributable to participating securities.

Basic net income per share of common stock is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. All participating securities are excluded from the basic weighted-average shares of common stock outstanding. Unvested shares of common stock resulting from the early exercises of stock options are excluded from the calculation of the weighted average shares of common stock until they vest as they are subject to repurchase until they are vested.

Diluted net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted number of shares outstanding, including potentially dilutive shares of common stock assuming the dilutive effect of potential shares of common stock for the period determined using the treasury stock method. For purposes of this calculation, convertible preferred stock, unvested shares of common stock resulting from the early exercises of stock options and options to purchase common stock are considered to be potentially dilutive shares of common stock. Our Series A and Series B convertible preferred stock have been excluded from the calculation as their effect is anti-dilutive for all periods presented as compared to the impact of using the two-class method.

F-14

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Cost of Revenues

Cost of subscription services and professional services and other revenues are expensed as incurred. Cost of subscription services revenues primarily consists of fees for our use of the Salesforce Platform, as well as other expenses such as data center operational costs, and personnel related costs related to the our cloud infrastructure.

Cost of professional services and other revenues primarily consists of personnel related costs, and third-party sub-contractor costs associated with providing of professional services.

Sales Commissions

Sales commissions paid for subscriptions are recorded as a component of sales and marketing expenses when earned. Commissions are typically earned upon booking of a customer contract. Sales commission expense was $1.8 million, $4.3 million and $6.6 million for the years ended January 31, 2011, 2012 and 2013, respectively, and $2.4 million and $5.1 million for the six months ended July 31, 2012 and 2013 (unaudited), respectively.

Foreign Currency Translation

The U.S. dollar is the reporting currency for all periods presented. All of our subsidiaries use the U.S. dollar as their functional currency. Accordingly, assets and liabilities of these subsidiaries are remeasured using exchange rates in effect at the end of the period, except for nonmonetary assets, such as property, plant, and equipment, which are remeasured using historical exchange rates. Revenues and costs are remeasured using average exchange rates for the period, except for costs related to those balance sheet items that are remeasured using historical exchange rates. The resulting gains and losses are included in other income (expense), net on the consolidated statements of comprehensive income as incurred. We recognized net foreign currency gain (loss) of $21,000, $(0.2) million and $(1.1) million for the fiscal years ended January 31, 2011, 2012 and 2013, respectively, and $0.4 million and $(0.6) million for the six months ended July 31, 2012 and 2013 (unaudited), respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When applicable, a valuation allowance is established to reduce any deferred tax asset when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

We establish liabilities or reduce assets for uncertain tax positions when we believe certain tax positions are not more likely than not of being sustained if challenged. Reevaluation of tax positions considers factors such as changes in facts or circumstances, changes in or interpretations of tax law, effectively settled issues under audit or expiration of statute of limitation, and new audit activity.

We recognize interest accrued and penalties related to unrecognized tax benefits in our income tax expense.

Other Comprehensive Income

In December 2011, the FASB amended the accounting standards to increase the prominence of other comprehensive income (OCI) by requiring the components of OCI to be presented either in a single continuous

F-15

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

statement of comprehensive income or in two consecutive statements. We adopted the amended accounting standards at the beginning of fiscal 2013 by electing to present a single continuous statement of comprehensive income. The amended accounting standards only impact the financial statement presentation of OCI and do not change the components that are recognized in net income or OCI. The adoption had no impact on our financial position or results of operations.

Other comprehensive income is reported as a component of stockholders’ equity and include unrealized gains and losses on marketable securities that are available-for-sale. During fiscal 2011 and 2012, there were no differences between net income and comprehensive income.

Note 3. Acquisition of AdvantageMS (unaudited)

On June 20, 2013, we completed our acquisition of Advantage Management Solutions, Inc. (AdvantageMS), a privately held supplier of healthcare provider data and related software and services. We expect this acquisition to support our Veeva Network solution through the addition of a database of healthcare professionals, healthcare organizations and other supplemental data. Total closing consideration for the purchase was $10.5 million in cash. Approximately 15% of the closing consideration has been placed into escrow to be held for 18 months following the close as security for losses incurred by us in the event of certain breaches of representations and warranties by AdvantageMS. Additionally, we paid approximately $1.9 million in cash as part of a net working capital adjustment. There are no contingent cash payments related to this transaction. As of July 31, 2013, we had incurred $0.2 million in acquisition-related transaction costs. The assets, liabilities and operating results of AdvantageMS have been reflected in our consolidated financial statements from the date of acquisition and have not been material.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The primary areas of those preliminary estimates that are not yet finalized relate to income and non-income based taxes (in thousands):


Purchase Price	June 20, 2013
Cash	$	12,363


Allocation of purchase price	June 20, 2013
Cash	$	408
Accounts receivable		1,636
Intangible assets		7,380
Deferred tax asset		1,593
Other current and non-current assets		218
Deferred tax liability		(3,367	)
Other current and non-current liabilities		(214	)
Goodwill		4,709

Total purchase price	$	12,363

We did not record any in-process research and development in connection with the acquisition.

Intangible assets are being amortized on a straight-line basis over an estimated useful life ranging from three to six years. Goodwill of $4.7 million represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets and represents the future economic benefits of the data technology contributions in support of our Veeva Network solution. Goodwill is not deductible for U.S. tax purposes.

F-16

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Each component of identifiable intangible assets acquired in connection with the above acquisition as of July 31, 2013 were as follows (dollar amounts in thousands):


	Estimated Fair Value		Accumulated Amortization		Net Carrying Amount		Remaining Useful Life (in years)
Data update technology	$	3,680	$	84	$	3,596		4.8
Database		2,570		73		2,497		3.8
Customer relationships		1,020		19		1,001		5.8
Software		110		4		106		2.8

	$	7,380	$	180	$	7,200

Also included in intangible assets on the consolidated balance sheet is $0.2 million of technology acquired on April 25, 2013. The carrying value of these acquired intangibles as of July 31, 2013 was $0.2 million.

As of July 31, 2013, the expected remaining future amortization expense for purchased intangible assets for each of our fiscal years ending is as follows (in thousands):


Fiscal year ending January 31,
2014	$	825
2015		1,650
2016		1,650
2017		1,579
2018		1,154
2019 and beyond		519

	$	7,377

Pro forma results of operations have not been presented because the effect of this acquisition was not material to the consolidated financial statements.

Note 4. Short-Term Investments

We purchase commercial paper, corporate notes and bonds and certificates of deposits which are recorded as short-term investments. We did not have any short-term investments as of January 31, 2012. The following is a summary of our short-term investments as of January 31, 2013 (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-sale securities:
Commercial paper	$	2,097	$	—	$	—		$	2,097
Corporate notes and bonds		11,474		7		(2	)		11,479
Certificate of deposits		700		—		—			700

Total available-for-sale securities	$	14,271	$	7	$	(2	)	$	14,276

F-17

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following is a summary of our short-term investments as of July 31, 2013 (unaudited) (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(Unaudited)
Available-for-sale securities:
Commercial paper	$	700	$	—	$	—		$	700
Corporate notes and bonds		12,864		6		(3	)		12,867
Certificate of deposits		700		—		—			700

Total available-for-sale securities	$	14,264	$	6	$	(3	)	$	14,267

The following table summarizes the estimated fair value of our short-term investments, designated as available-for-sale and classified by the contractual maturity date of the securities as of the dates shown (in thousands):


	January 31, 2013		July 31, 2013
			(Unaudited)
Due in one year	$	9,829	$	13,067
Due in greater than one year		4,447		1,200

Total	$	14,276	$	14,267

We have certain available-for-sale securities in a gross unrealized loss position, all of which had been in such position for less than twelve months. We review our debt securities classified as short-term investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We consider factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not we will be required to sell the investment before recovery of the investment’s amortized-cost basis. If we determine that an other-than-temporary decline exists in one of these securities, the respective investment would be written down to fair value. For debt securities, the portion of the write-down related to credit loss would be recognized to other income, net in our consolidated statements of comprehensive income. Any portion not related to credit loss would be included in accumulated other comprehensive income, there were no impairments considered other-than-temporary as of January 31, 2013 and July 31, 2013 (unaudited).

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of January 31, 2013 (in thousands):


	Fair Value		Gross Unrealized Losses
Corporate notes and bonds	$	3,570	$	(2	)

The following table shows the fair values and the gross unrealized losses of these available-for-sale securities aggregated by investment category as of July 31, 2013 (unaudited) (in thousands):


	Fair Value		Gross Unrealized Losses
Corporate notes and bonds	$	5,480	$	(3	)

Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of comprehensive income.

F-18

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5. Property and Equipment

Property and equipment, net, consists of the following as of the dates shown (in thousands):


	January 31, 2012			January 31, 2013			July 31, 2013
							(Unaudited)
Equipment and computers	$	897		$	1,497		$	1,617
Furniture and fixtures		342			587			898
Leasehold improvements		—			199			734

Total		1,239			2,283			3,249
Less accumulated depreciation		(415	)		(904	)		(1,103	)

Total property and equipment, net	$	824		$	1,379		$	2,146

Total depreciation expense was $0.1 million, $0.3 million and $0.5 million for the years ended January 31, 2011, 2012 and 2013, respectively, and $0.2 million and $0.4 million for the six months ended July 31, 2012 and 2013 (unaudited), respectively.

Note 6. Capitalized Internal-Use Software

Capitalized internal-use software, net, consisted of the following as of the dates shown (in thousands):


	January 31, 2012			January 31, 2013			July 31, 2013
							(Unaudited)
Capitalized internal-use software development costs	$	1,036		$	1,626		$	1,937
Less accumulated amortization		(446	)		(746	)		(967	)

Capitalized internal-use software development costs, net	$	590		$	880		$	970

During fiscal 2012, 2013 and the six months ended July 31, 2013 (unaudited), we capitalized $0.5 million, $0.6 million and $0.3 million, respectively, for internal-use software development costs. We did not capitalize any internal-use software during the six months ended July 31, 2012 (unaudited).

Capitalized internal-use software amortization expense totaled $0.1 million, $0.2 million and $0.3 million for the years ended January 31, 2011, 2012 and 2013, respectively, and $0.1 million and $0.2 million for the six months ended July 31, 2012 and 2013 (unaudited), respectively.

Note 7. Accrued Expenses

Accrued expenses consisted of the following as of the dates shown (in thousands):


	January 31, 2012		January 31, 2013		July 31, 2013
					(Unaudited)
Accrued salesforce.com fees	$	1,627	$	1,596	$	2,133
Early exercise of stock options		599		814		633
Accrued commissions		561		773		963
Accrued bonus		565		1,035		1,035
Accrued payroll		1,955		1,697		2,412
Other accrued expenses		1,463		1,066		4,267

Total	$	6,770	$	6,981	$	11,443

F-19

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 8. Fair Value Measurements

We apply the provisions of FASB Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

The carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term nature.

Financial assets and financial liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:

Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial assets and financial liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability.

Our financial assets are measured at fair value on a recurring basis. As of January 31, 2012, our financial assets consisted only of money market funds totaling $12.2 million. The fair value of the money market funds was based on Level 1 inputs.

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of January 31, 2013 (in thousands):


	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	7,637	$	—	$	—	$	7,637
Short-term investments:
Commercial paper		—		2,097		—		2,097
Corporate notes and bonds		—		11,479		—		11,479
Certificate of deposits		—		700		—		700

Total	$	7,637	$	14,276	$	—	$	21,913

F-20

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of July 31, 2013 (unaudited) (in thousands):


	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	7,664	$	—	$	—	$	7,664
Short-term investments:
Commercial paper		—		700		—		700
Corporate notes and bonds		—		12,867		—		12,867
Certificate of deposits		—		700		—		700

Total	$	7,664	$	14,267	$	—	$	21,931

We determine the fair value of our security holdings based on pricing from our pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level 2 inputs were derived from non-binding consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques using market prices from a variety of industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs). We perform procedures to ensure that appropriate fair values are recorded such as comparing prices obtained from other sources.

Note 9. Income Taxes

The components of income before income taxes by U.S. and foreign jurisdictions were as follows for the periods shown (in thousands):


	Fiscal Year Ended January 31,						Six Months Ended July 31,
	2011		2012		2013		2012		2013
							(Unaudited)
United States	$	5,170	$	6,513	$	27,332	$	10,775	$	15,725
Foreign		94		140		1,761		701		1,722

Total	$	5,264	$	6,653	$	29,093	$	11,476	$	17,447

The majority of our revenues from international sales are invoiced from and collected by our U.S. entity and recognized as a component of income before taxes in the United States as opposed to a foreign jurisdiction.

F-21

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Provision for income taxes for our fiscal years ended January 31, 2011, 2012 and 2013 and the six months ended July 31, 2012 and 2013 (unaudited) consisted of the following (in thousands):


	Fiscal Year Ended January 31,								Six Months Ended July 31,
	2011			2012		2013			2012			2013
									(Unaudited)
Current Provision:
Federal	$	1,300		$	1,603	$	9,211		$	3,665		$	5,851
State		646			124		1,138			454			453
Foreign		28			165		600			262			473

Total		1,974			1,892		10,949			4,381			6,777

Deferred Provision:
Federal		(361	)		289		(616	)		(246	)		—
State		(258	)		242		(23	)		(9	)		—
Foreign		—			—		—			—			(173	)

Total		(619	)		531		(639	)		(255	)		(173	)

Provision for income taxes	$	1,355		$	2,423	$	10,310		$	4,126		$	6,604

Provision for income taxes differed from the amount computed by applying the federal statutory income tax rate of 34%, 34%, 35%, 35% and 35% to income before income taxes for our fiscal years ended January 31, 2011, 2012 and 2013 and the six months ended July 31, 2012 and 2013 (unaudited), respectively, as a result of the following (in thousands):


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
										(Unaudited)
Federal tax at statutory rate	$	1,800		$	2,263		$	10,182		$	4,051		$	6,106
State taxes		148			218			880			444			453
Nondeductable expenses		105			96			80			32			12
Research and development credit		(400	)		(121	)		(351	)		(140	)		(163	)
Unrecognized tax benefit		349			—			—			—			14
Domestic manufacturing deduction		(28	)		(131	)		(699	)		(278	)		(451	)
Stock-based compensation		—			—			231			92			798
Foreign rate differential		—			118			(50	)		(20	)		(130	)
Valuation allowance		(614	)		—			(52	)		(21	)		—
Others		(5	)		(20	)		89			(34	)		(35	)

Provision for income taxes	$	1,355		$	2,423		$	10,310		$	4,126		$	6,604

F-22

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The tax effects of temporary differences that give rise to significant portions of our deferred tax assets and liabilities as of January 31, 2012 and 2013 related to the following (in thousands):


	January 31,
	2012			2013

Deferred tax assets:
Accruals and reserves	$	421		$	906
Net operating loss carryforward		187			—
State income taxes		65			395
Tax credit carryforward		94			203

Gross deferred tax assets		767			1,504
Valuation allowance		(256	)		(204	)

Total deferred tax assets	$	511		$	1,300

Deferred tax liabilities:
Fixed assets	$	(192	)	$	(235	)
Expensed software		(224	)		(337	)
Other		(6	)		—

Total deferred tax liabilities		(422	)		(572	)

Net deferred tax assets	$	89		$	728

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result, a valuation allowance was assessed as it is not more likely than not that we will recognize the future benefits on the net California deferred tax asset balances. We expect to generate sufficient California research and development credits in the future to offset our future tax liability arising from the use of the single sales factor.

As of January 31, 2013, we had $0.6 million of California research and development tax credits available to offset future taxes, which do not expire.

We evaluate tax positions for recognition using a more-likely than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information.

We classify unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as “other non-current liabilities” in the consolidated balance sheets. As of January 31, 2013, the total amount of gross unrecognized tax benefits was $1.2 million, of which $1.2 million, if recognized, would favorably impact our effective tax rate. The aggregate changes in our total gross amount of unrecognized tax benefits are summarized as follows for the periods shown (in thousands):


	Fiscal Year Ended January 31,						Six Months Ended July 31,
	2011		2012		2013		2012		2013
							(Unaudited)
Beginning balance	$	267	$	410	$	644	$	644	$	1,220
Increases related to tax provisions taken during the current period		143		234		576		94		228

Ending balance	$	410	$	644	$	1,220	$	738	$	1,448

F-23

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Our policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. Interest and penalties were not significant during fiscal 2013.

We file tax returns in the United States for federal, California, and other states. The tax years from 2007 remain open to examination for both federal and California and 2008 for other states. We file foreign tax returns in United Kingdom and Spain beginning fiscal 2011 and Australia, China, France, Hungary and Japan beginning fiscal 2012.

As of January 31, 2013, we had not made any tax provision for U.S. federal and state income taxes and foreign withholding taxes on the approximately $2.1 million of undistributed cumulative earnings of foreign subsidiaries because those earnings are considered to be indefinitely reinvested in those operations. If we were to repatriate these earnings to the United States, we would be subject to approximately $0.4 million in U.S. income taxes, subject to an adjustment for foreign tax credits and foreign withholding taxes, based on the U.S. statutory rate of 35%.

Note 10. Stockholders’ Equity

Common Stock

As of January 31, 2012 and 2013 and July 31, 2013 (unaudited), we had 22,620,207, 24,843,851 and 27,532,440 shares of common stock outstanding, respectively, of which 4,377,816, 3,369,972 and 2,616,666 shares were unvested, respectively, resulting from employees exercising stock options prior to vesting.

Holders of common stock are entitled to one vote per share, to receive dividends upon liquidation or dissolution, and are entitled to receive all assets available for distribution to common stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon our liquidation, winding up and dissolution.

Early Exercise of Options

We historically have allowed for the early exercise of options granted under the 2007 Stock Plan (2007 Plan) prior to vesting. The 2007 Plan allows for exercise by means of cash payment, promissory note, surrender of already outstanding common stock, a same day broker assisted sale or through any other form or method consistent with applicable laws, regulations and rules. Historically, all exercises have been through cash payment. The unvested shares are subject to our repurchase right at the original purchase price. The proceeds initially are recorded as an accrued liability from the early exercise of stock options (see Note 7, Accrued Expenses), and reclassified to common stock as our repurchase right lapses. At January 31, 2012 and 2013 and July 31, 2013 (unaudited), there were unvested shares in the amount of 4,377,816, 3,369,972 and 2,616,666, respectively, which were subject to repurchase at an aggregate price of approximately $0.6 million, $0.8 million and $0.6 million, respectively.

These repurchase terms are considered to be a forfeiture provision and do not result in variable accounting. The restricted shares issued upon early exercise of stock options are legally issued and outstanding. However, these restricted shares are only deemed outstanding for basic earnings per share computation purposes upon the respective repurchase rights lapsing. We treat cash received from employees for the exercise of unvested options as a refundable deposit shown as a liability in our consolidated balance sheets. During fiscal 2012 and 2013 and the six months ended July 31, 2013 (unaudited), we recorded cash received for early exercise of options of $43,000, $0.4 million and $0.1 million, respectively, in accrued expenses. Amounts from accrued expenses are reclassified to common stock and additional paid-in capital as the shares vest.

F-24

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Convertible Preferred Stock

As of January 31, 2012 and 2013 and July 31, 2013 (unaudited), convertible preferred stock consisted of the following:


	Authorized shares		Shares outstanding		Original issue price		Liquidation preference value
Series A		60,000,000		60,000,000	$	0.05	$	3,000,000
Series B		26,562,500		25,000,000		0.16		4,000,000

Total		86,562,500		85,000,000			$	7,000,000

The rights, preferences, privileges and restrictions for the Series A and B convertible preferred stock are as follows:

Dividend Rights

Holders of Series A and Series B convertible preferred stock shall be entitled to receive preferential dividends payable on the preference shares, when, as and if declared by the board of directors, at an annual rate equal to $0.004 and $0.0128 per annum on each outstanding Series A and Series B convertible preferred stock, respectively. Dividends are noncumulative. To date, no dividends have been declared or paid by us.

Conversion Rights

Each share of preferred stock shall be convertible into common stock on a one-for-one basis, subject to adjustment for antidilution and other factors.

Automatic conversion of the Series A and Series B convertible preferred stock shall occur on the earlier of (i) our sale of common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, that results in gross aggregate proceeds in excess of $25.0 million or (ii) the date specified by written consent or agreement of the holders of at least 75% of the then-outstanding shares of preferred stock (voting together as a single class and not as separate series, and on an as-converted basis).

Liquidation Preference

In the event of any liquidation, either voluntary or involuntary, the holders of each Series A and Series B convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of the proceeds of such liquidation event to the holders of common stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable original issue price for such series of preferred stock, plus declared but unpaid dividends on such share. If the assets available for distribution to holders of the preferred stock are not sufficient, the available assets shall be distributed to holders of the preferred stock ratably based on the number of shares held.

Voting Rights

The holder of each share of preferred stock shall have the right to one vote for each share of common stock into which such preferred stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock.

F-25

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 11. Stock–based Compensation

In 2007, we adopted our 2007 Plan pursuant to which our board of directors may grant stock options or nonvested shares to officers and employees. The 2007 Plan authorized grants to purchase up to 30,000,000 shares of authorized but unissued common stock.

In 2012, we adopted an equity incentive plan (the 2012 Plan) pursuant to which our board of directors may grant stock options or nonvested shares to officers and employees. As adopted, the 2012 Plan authorized grants to purchase up to 3,268,746 shares of authorized but unissued common stock plus 3,250,565 shares that were remaining and available for issuance under the 2007 Plan plus any shares subject awards under the 2007 Plan that are cancelled or forfeited. On February 1, 2013, 5,492,193 shares of authorized but unissued common stock were automatically added to the 2012 Plan’s share reserve. Additionally, in March 2013, we amended the 2012 Plan to add an additional 7,000,000 shares of authorized but unissued common stock to the share reserve.

Stock options under both of these plans can be granted with an exercise price equal to or greater than the stock’s fair value at the date of grant. All stock-based awards have a 10-year contractual term and generally vest and become fully exercisable after four to five years of service from the date of grant unless the employee chooses to use the early exercise option. The early exercise option allows employees to exercise stock options prior to the vesting date.

At January 31, 2012 and 2013 and July 31, 2013 (unaudited), there were 5,668,231, 4,996,145 and 2,822,956 shares remaining available for us to grant under the 2007 Plan and 2012 Plan, respectively.

We use the simplified method of calculating expected term, due to insufficient historical exercise data available to us. Since our shares are not publicly traded and our shares have not been traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the stock option is based on the U.S. Treasury yield curve at the date of grant. The assumptions used for the periods presented were as follows:


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
										(Unaudited)
Volatility		70	%		57% – 65	%		42% – 55	%		42 – 55	%		42 – 50	%
Expected life (in years)		6.08 – 6.32			6.32			6.32			6.32			6.32 – 8.23
Risk-free interest rate		1.99% – 2.78	%		1.18% – 2.72	%		0.83% – 1.15	%		0.85% – 1.15	%		1.03% – 1.69	%
Dividend yield		0	%		0	%		0	%		0	%		0	%
Fair value of common stock		$0.13 – $0.28			$0.44 – $0.52			$1.11 – $1.96			$1.11 – $1.54			$3.92 – $7.55

F-26

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A summary of stock option activity for fiscal 2011, 2012 and 2013 and the six months ended July 31, 2013 (unaudited) is presented below:


	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at January 31, 2011		8,089,250		$	0.13		8.3
Granted		4,755,000			0.46
Repurchased		14,063			0.08
Exercised		(721,124	)		0.07			$	287,864
Forfeited		(411,564	)		0.38

Outstanding at January 31, 2012		11,725,625		$	0.25		8.2
Granted		4,367,500			1.51
Exercised		(2,237,707	)		0.26				2,544,332
Forfeited		(426,668	)		0.82

Outstanding at January 31, 2013		13,428,750		$	0.64		8.0
Granted (unaudited)		15,128,499			4.18
Exercised (unaudited)		(2,688,589	)		0.16				10,987,916
Forfeited (unaudited)		(463,117	)		1.51

Outstanding at July 31, 2013 (unaudited)		25,405,543		$	2.78		8.9

Vested and exercisable at January 31, 2013		5,393,575		$	0.20		6.6

Vested and exercisable at January 31, 2013 and expected to vest thereafter		13,383,853		$	0.65		7.9

Vested and exercisable at July 31, 2013 (unaudited)		4,094,906		$	0.35		6.9

Vested and exercisable at July 31, 2013 and expected to vest thereafter (unaudited)		23,246,957		$	2.70		8.8

The weighted average grant-date fair value of options granted during fiscal 2011, 2012 and 2013 and the six months ended July 31, 2012 and 2013 (unaudited) was $0.11, $0.28, $0.71, $0.59 and $1.93, respectively, per share. As of January 31, 2013 and July 31, 2013 (unaudited), there was $3.9 million and $27.7 million, respectively, in unrecognized compensation cost, net of estimated forfeitures, related to unvested stock options granted under the 2007 Plan and 2012 Plan. That cost is expected to be recognized over a weighted average period of 4.0 years and 5.5 years, respectively.

As of July 31, 2013, we had authorized and unissued shares of common stock to satisfy exercises of stock options.

F-27

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 12. Net Income and Pro Forma Net Income per Share Attributable to Common Stockholders

The following table sets forth the computation of our basic and diluted net income per share attributable to common stockholders for the periods shown (in thousands, except per share data):


	Fiscal Year Ended January 31,									Six Months Ended July 31,
	2011			2012			2013			2012			2013
										(Unaudited)
Net income	$	3,909		$	4,230		$	18,783		$	7,350		$	10,843
Noncumulative dividends on convertible preferred stock		(560	)		(560	)		(560	)		(280	)		(280	)
Undistributed earnings allocated to participating securities		(2,921	)		(3,071	)		(14,743	)		(5,801	)		(8,341	)

Net income attributable to common stockholders	$	428		$	599		$	3,480		$	1,269		$	2,222

Shares used in computing net income per share attributable to common stockholders, basic		13,156			17,655			20,887			19,380			23,440
Potentially dilutive securities		6,998			7,121			9,712			9,176			12,393

Shares used in computing net income per share attributable to common stockholders, diluted		20,154			24,776			30,599			28,556			35,833

Net income per share attributable to common stockholders:
Basic	$	0.03		$	0.03		$	0.17		$	0.07		$	0.09

Diluted	$	0.02		$	0.02		$	0.11		$	0.04		$	0.06

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net income per share attributable to common stockholders for the periods shown because including them would have been anti-dilutive as compared to the impact of using the two-class method (in thousands):

Fiscal Year Ended
January 31,

Six Months Ended
July 31,

2011

2012

2013

2012

2013

(Unaudited)

Convertible preferred stock

85,000

F-28

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table sets forth the computation of our unaudited pro forma basic and diluted net income per share attributable to common stockholders for the periods shown (in thousands, except per share data):


	Fiscal Year Ended January 31, 2013			Six Months Ended July 31, 2013
Net income	$	18,783		$	10,843
Undistributed earnings allocated to participating securities		(603	)		(292	)

Net income used to compute pro forma net income per share attributable to common stockholders	$	18,180		$	10,551

Weighted average shares used in computing basic net income per share attributable to common stockholders		20,887			23,440
Pro forma adjustment to reflect assumed conversion of preferred stock to occur upon consummation of our expected initial public offering		85,000			85,000

Weighted average shares used to compute pro forma basic net income per share		105,887			108,440

Effect of potentially dilutive securities:
Employee stock options		9,712			12,393
Pro forma net income per share (unaudited)
Basic	$	0.17		$	0.10

Diluted	$	0.16		$	0.09

Note 13. Commitments and Contingencies

Litigation

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

From time to time, we may be subject to various claims and lawsuits by customers, suppliers, competitors, or employees arising in the normal course of business.

Leases

We have several noncancelable operating leases, primarily for offices and servers. Rental payments include minimum rental fees.

Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. Rent expense for operating leases were $0.3 million, $1.0 million and $1.5 million, for the fiscal year ended January 31, 2011, 2012 and 2013, respectively, and $0.7 million and $1.2 million for the six months ended July 31, 2012 and 2013, respectively.

F-29

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of January 31, 2013 are as follows (in thousands):


	Operating leases
Fiscal year ending January 31:
2014	$	1,882
2015		1,536
2016		1,089
2017		724
2018		453
Thereafter		416

Total future minimum lease payments	$	6,100

Warranties and Indemnification

Our subscription services are typically warranted to perform in accordance with our standard product descriptions. We offer service level commitments to our customers that provide for certain levels of system uptime. In the event that we fail to meet those committed service levels the customer may be entitled to receive a credit. To date, we have not incurred costs associated with these commitments, and accordingly, no amounts have been accrued for such obligations in the consolidated financial statements.

Our arrangements generally include certain provisions for indemnifying customers against liabilities if our services infringe a third party’s intellectual property rights and in the event of certain other third party claims. To date, we have not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements.

Value-Added Reseller Agreement

We have a value-added reseller agreement with salesforce.com, inc. for our use of the Salesforce Platform in combination with our developed technology to deliver our Veeva CRM solution, including hosting infrastructure and data center operations provided by salesforce.com. The agreement requires us to pay fees to salesforce.com based on use of the Salesforce Platform by our customers. This agreement was renewed on September 2, 2010, and is effective through September 2, 2015, with a commitment to spend at least a specified amount over the term of the arrangement. The fees incurred are recorded as incurred in cost of subscription services on the consolidated statements of comprehensive income. As of January 31, 2013, we remain obligated to pay fees of $15.9 million prior to September 2, 2015 in connection with this agreement, of which $1.6 million was accrued. As of July 31, 2013 (unaudited), we remain obligated to pay fees of $3.5 million prior to September 2, 2015 in connection with this agreement, of which $2.1 million was accrued.

Note 14. Related-Party Transactions

On February 18, 2011, we entered into an interest bearing promissory note with our current President. The promissory note had a principal amount of $250,000 with an annual compound interest rate of 0.51% and was collateralized. The note, including both principal and accrued interest, was due on or before February 18, 2014 and was classified as a short-term note receivable on our consolidated balance sheet as of January 31, 2013. On April 11, 2013, the promissory note was paid in full.

F-30

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 15. Information about Geographic Areas

We track and allocate revenues by the principal geographic region of our customers’ end users rather than by individual country, which makes it impractical to disclose revenues for the United States or other specific foreign countries. Revenues by geographic area were as follows for the periods shown below (in thousands):


	Fiscal Year Ended January 31,						Six Months Ended July 31,
	2011		2012		2013		2012		2013
							(Unaudited)
Revenues by geography:
North America	$	27,217	$	48,088	$	84,546	$	37,168	$	55,535
Europe		1,904		10,433		29,036		12,179		22,470
Asia Pacific		8		2,741		15,966		4,617		14,364

Total revenues	$	29,129	$	61,262	$	129,548	$	53,964	$	92,369

Long-lived assets by geographic area are as follows as of the date shown (in thousands):


	January 31,						July 31, 2013
	2011		2012		2013		July 31, 2013
							(Unaudited)
Long-lived assets by geography:
North America	$	322	$	599	$	846	$	1,120
Europe		67		168		445		520
Asia Pacific		37		57		88		506

Total long-lived assets	$	426	$	824	$	1,379	$	2,146

Substantially all of the long-lived assets included in the North America region are located in the United States.

Note 16. Subsequent Events

On March 10, 2013, we granted stock options under our 2012 Plan to certain employees and directors to purchase 13,034,999 shares of common stock at an exercise price of $3.92 per share. These options vest over five years beginning on various dates between February 1, 2014 and February 1, 2017.

On March 26, 2013, we granted stock options under our 2012 Plan to certain employees to purchase 413,500 shares of common stock at an exercise price of $3.92 per share.

On May 23, 2013, we granted stock options under our 2012 Plan to certain employees to purchase 487,000 shares of common stock at an exercise price of $5.73 per share.

On June 20, 2013, we acquired Advantage Management Solutions, Inc., a privately held supplier of healthcare provider data and related software and services, for cash consideration of approximately $12.4 million.

We have evaluated subsequent events from the balance sheet date through June 26, 2013, the date at which the consolidated financial statements were available to be issued.

F-31

VEEVA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 17. Events (unaudited) Subsequent to the Date of the Report of the Independent Registered Public Accounting Firm

On July 31, 2013, we granted stock options under our 2012 Plan to certain employees to purchase 842,500 shares of common stock at an exercise price of $7.55 per share.

On September 10, 2013, we granted stock options under our 2012 Plan to certain employees to purchase 495,000 shares of common stock at an exercise price of $9.88 per share.

On October 1, 2013, we granted stock options under our 2012 Plan to certain employees to purchase 236,000 shares of common stock at an exercise price of $13.00 per share.

F-32

LOGO

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item

13. Other Expenses of Issuance and Distribution

The following table presents the costs and expenses, other than underwriting discounts and commissions, payable in connection with this offering. All amounts are estimates except the SEC registration fee, the FINRA filing fee and the New York Stock Exchange (NYSE) listing fee. Except as otherwise noted, all the expenses below will be paid by us.


SEC registration fee	$	28,191
FINRA filing fee		32,004
NYSE listing fee		250,000
Printing and engraving expenses		350,000
Legal fees and expenses		890,000
Accounting fees and expenses		917,000
Blue sky fees and expenses		15,000
Transfer agent and registrar fees		8,550
Miscellaneous fees and expenses		359,255

Total	$	2,850,000

Item

14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (Securities Act).

As permitted by the Delaware General Corporation Law, our restated certificate of incorporation and amended and restated bylaws contain provisions relating to the limitation of liability and indemnification of directors and officers. The restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

•

for any breach of the director’s duty of loyalty to us or our stockholders;

•

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•

in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•

for any transaction from which the director derives any improper personal benefit.

Our restated certificate of incorporation also provides that if Delaware law is amended after the approval by our stockholders of the certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law.

Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf. Our amended and restated

II-1

bylaws provide that we shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any director, officer, employee, or other enterprise agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.

We intend to enter, into indemnification agreements with each of our directors and executive officers and certain other key employees, a form of which is attached as Exhibit 10.1. The form of agreement provides that we will indemnify each of our directors, executive officers and such other key employees against any and all expenses incurred by that director, executive officer, or other key employee because of his or her status as one of our directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, our restated certificate of incorporation and our amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and other key employees in connection with a legal proceeding.

Reference is made to the underwriting agreement contained in Exhibit 1.1 to this registration statement, indemnifying our directors and officers against limited liabilities. In addition, Section 1.9 of our amended and restated investors’ rights agreement (IRA) contained in Exhibit 4.2 to this registration statement provides for indemnification of certain of our stockholders against liabilities described in our IRA.

We currently carry and intend to continue to carry liability insurance for our directors and officers.

Item 15.

Recent Sales of Unregistered Securities

In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act:

From May 31, 2010 to August 31, 2013, we granted stock options to purchase 9,173,000 shares of our Class B common stock to directors, officers, employees and consultants under the 2007 Stock Plan and stock options to purchase 16,050,499 shares of our Class B common stock to directors, officers, employees and consultants under the 2012 Equity Incentive Plan. The sales of securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act in that they were offered and sold either pursuant to written compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701. All recipients had adequate access, through their relationships with us, to information about us.

From May 31, 2010 to August 31, 2013, we granted stock options to purchase 1,312,500 shares of our Class B common stock to directors and officers in transactions deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act in that such issuances did not involve a public offering. All recipients had adequate access, through their relationships with us, to information about us.

From May 31, 2010 to August 31, 2013, holders of stock options exercised options to purchase an aggregate of 15,338,347 shares of our Class B common stock at exercise prices ranging from $0.01 to $1.54 per share to employees, consultants and directors under the 2007 Stock Plan.

The recipients of securities in each transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution and appropriate legends were affixed to the share certificates issued in these transactions.

II-2

Item 16.

Exhibits and Financial Statement Schedules

(a) Exhibits. The following exhibits are included herein or incorporated herein by reference:


Exhibit Number		Description

1.1		Form of Underwriting Agreement.

3.1†		Restated Certificate of Incorporation of Registrant, as amended.

3.2		Form of Restated Certificate of Incorporation of Registrant, to be effective upon completion of this offering.

3.3†		Bylaws of Registrant.

3.4		Form of Amended and Restated Bylaws of Registrant, to be effective upon completion of this offering.

4.1		Form of Registrant’s Class A common stock certificate.

4.2†		Amended and Restated Investors’ Rights Agreement, dated May 16, 2008, by and among the Registrant and the other parties thereto.

5.1*		Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

10.1		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

10.2†		2007 Stock Plan and forms of agreements thereunder.

10.3†		2012 Equity Incentive Plan and forms of agreements thereunder.

10.4		2013 Equity Incentive Plan and forms of agreements thereunder, to be effective upon completion of this offering.

10.5		2013 Employee Stock Purchase Plan, to be effective upon completion of this offering.

10.6		Office Lease Agreement, dated December 2008, between Registrant and Hacienda Pleasanton Park MD Parent, LLC, as amended June 11, 2010, January 31, 2011, April 2, 2012 and June 25, 2013.

10.7†**		Amended and Restated Value-Added Reseller Agreement, dated September 2, 2010, between Registrant and salesforce.com, inc., as amended December 3, 2010, December 13, 2010, April 15, 2011, August 23, 2011, September 29, 2011, April 3, 2012 and May 24, 2012.

10.8†		Offer letter, dated June 20, 2013, between Peter P. Gassner and the Registrant.

10.9†		Offer letter, dated June 19, 2013, between Matthew J. Wallach and the Registrant.

10.10†		Offer letter, dated January 25, 2010, between Timothy S. Cabral and the Registrant.

10.11†		Offer letter, dated March 16, 2012, between Ronald E.F. Codd and the Registrant.

21.1†		List of Subsidiaries of Registrant.

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.2*		Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).

24.1†		Power of Attorney.

To be filed by amendment.

Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions have been submitted separately to the Securities and Exchange Commission.

†

Previously filed.

(b) Financial Statement Schedules. All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes.

II-3

Item

17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 3rd day of October, 2013.


VEEVA SYSTEMS INC.

		/s/ Timothy S. Cabral

		Timothy S. Cabral Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Peter P. Gassner	Chief Executive Officer and Director (Principal Executive Officer)	October 3, 2013

/s/ Timothy S. Cabral Timothy S. Cabral	Chief Financial Officer (Principal Financial and Accounting Officer)	October 3, 2013

* Mark Armenante	Director	October 3, 2013

* Ronald E.F. Codd	Director	October 3, 2013

* Gordon Ritter	Chairman of the Board of Directors	October 3, 2013

* Young Sohn	Director	October 3, 2013

* Kevin Spain	Director	October 3, 2013



* By:		/s/ Timothy S. Cabral
		Attorney-in-Fact

II-5

INDEX TO EXHIBITS


Exhibit No.		Description

1.1		Form of Underwriting Agreement.

3.1†		Restated Certificate of Incorporation of Registrant, as amended.

3.2		Form of Restated Certificate of Incorporation of Registrant, to be effective upon completion of this offering.

3.3†		Bylaws of Registrant.

3.4		Form of Amended and Restated Bylaws of Registrant, to be effective upon completion of this offering.

4.1		Form of Registrant’s Class A common stock certificate.

4.2†		Amended and Restated Investors’ Rights Agreement, dated May 16, 2008, by and among the Registrant and the other parties thereto.

5.1*		Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.

10.1		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

10.2†		2007 Stock Plan and forms of agreements thereunder.

10.3†		2012 Equity Incentive Plan and forms of agreements thereunder.

10.4		2013 Equity Incentive Plan and forms of agreements thereunder, to be effective upon completion of this offering.

10.5		2013 Employee Stock Purchase Plan, to be effective upon completion of this offering.

10.6		Office Lease Agreement, dated December 2008, between Registrant and Hacienda Pleasanton Park MD Parent, LLC, as amended June 11, 2010, January 31, 2011, April 2, 2012 and June 25, 2013.

10.7†**		Amended and Restated Value-Added Reseller Agreement, dated September 2, 2010, between Registrant and salesforce.com, inc., as amended December 3, 2010, December 13, 2010, April 15, 2011, August 23, 2011, September 29, 2011, April 3, 2012 and May 24, 2012.

10.8†		Offer letter, dated June 20, 2013, between Peter P. Gassner and the Registrant.

10.9†		Offer letter, dated June 19, 2013, between Matthew J. Wallach and the Registrant.

10.10†		Offer letter, dated January 25, 2010, between Timothy S. Cabral and the Registrant.

10.11†		Offer letter, dated March 16, 2012, between Ronald E. F. Codd and the Registrant.

21.1†		List of Subsidiaries of Registrant.

23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.2*		Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).

24.1†		Power of Attorney.

To be filed by amendment.

†

Previously filed.

EX-1.1 2 d541293dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

_______________ Shares

VEEVA SYSTEMS INC.

CLASS A COMMON STOCK

PAR VALUE $0.00001 PER SHARE

UNDERWRITING AGREEMENT

__________, 2013

_____________, 2013

Morgan Stanley & Co. LLC

Deutsche Bank Securities Inc.

c/o	Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o	Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Ladies and Gentlemen:

Veeva Systems Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) for whom Morgan Stanley & Co. LLC (“Morgan Stanley”) and Deutsche Bank Securities Inc., as managers of the offering, are acting as representatives (the “Representatives”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of [ ] shares of the Class A common stock, par value $0.00001 per share, of the Company (the “Firm Shares”), of which [ ] shares are to be issued and sold by the Company and [ ] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.

The Company also proposes to issue and sell to the several Underwriters not more than an additional [ ] shares of its Class A common stock, par value $0.00001 per share (the “Additional Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of the Class A common stock, par value $0.00001 per share, of the Company (together with the Class B common stock, par value $0.00001 per share, of the Company) to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.” The Company and the Selling Stockholders are hereinafter sometimes collectively referred to as the “Sellers.”

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the

“Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the preliminary prospectus together with the documents and pricing information set forth in Schedule III hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof.

1. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission.

(b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain, as of its date and as of the Closing Date (as defined in Section 5), any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or, if filed after the effective date of this Agreement, will comply as of the date of such filing in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representatives, prepare, use or refer to, any free writing prospectus.

(d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing or an equivalent concept is applicable under the laws of such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole (a “material adverse effect”).

(e) Each subsidiary of the Company has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent the concept of good standing or an equivalent concept is applicable under the laws of such jurisdiction), has the corporate or other organizational power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing or an equivalent concept is applicable under the laws of such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company or one of its wholly-owned subsidiaries, free and clear of all liens, encumbrances, equities or claims.

(f) This Agreement has been duly authorized, executed and delivered by the Company.

(g) At the Closing Date, the authorized capital stock of the Company will conform as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

(h) The shares of Common Stock (including the Shares to be sold by the Selling Stockholders) outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable.

(i) The Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.

(j) With respect to the stock options granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each grant of a stock option was duly authorized no later than the date on which the grant of such stock option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms of the Company Stock Plans, and all applicable laws and regulatory rules or requirements, including all applicable federal securities laws, (iii) each stock option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended, so qualified, and (iv) each such grant was properly accounted for in accordance with U.S. GAAP (as defined below) in the financial statements (including the related notes) of the Company included in the Registration Statement, to the extent required under U.S. GAAP to be accounted for in such financial statements. Each of the Company Stock Plans has been approved by the board of directors and stockholders of the Company.

(k) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of (i) applicable law, (ii) the certificate of incorporation or by-laws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except, in the case of clauses (i), (iii) and (iv), for such contraventions that would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power and ability of the Company to perform its obligations under this Agreement, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of the Financial Industry Regulatory Authority in connection with the offer and sale of the Shares.

(l) Neither the Company nor any of its significant subsidiaries, as such term is defined in Rule 1-02 of Regulation S-X under the Exchange Act (as defined below) (collectively, the “significant subsidiaries”), is (i) in violation of its respective charter or bylaws; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its significant subsidiaries is a party or by which the Company or any of its significant subsidiaries is bound or to which any of the property or assets of the Company or any of its significant subsidiaries is subject; or (iii) to its knowledge after due inquiry, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority applicable to the Company, any of its significant subsidiaries or their respective businesses and properties, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a material adverse effect on the Company and its significant subsidiaries, taken as a whole.

(m) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

(n) There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described in all material respects; and there are no statutes, regulations, contracts or other documents to which the Company is subject or by which the Company is bound that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.

(o) Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(p) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(q) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(r) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, be reasonably likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(s) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement except such as have been duly waived or complied with in connection with the issuance of the Shares contemplated hereby.

(t) Neither the Company nor any of its subsidiaries or affiliates, nor any director or executive officer, nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

(u) The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title

III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(v) (i) Neither the Company nor any of its subsidiaries, nor any director or executive officer thereof, nor, to the Company’s knowledge, any employee, agent, controlled affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:

(A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria).

(ii) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iii) For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(w) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction, (ii) the Company has not purchased any of its outstanding capital stock (except for acquisitions of capital stock by the Company pursuant to agreements that permit the Company to repurchase such shares

upon the applicable party’s termination of service to the Company or in exercise of the Company’s right of first refusal upon a proposed transfer), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends, and (iii) there has not been any material change in the capital stock (other than exercise or forfeiture of equity awards outstanding as of such respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, in each case granted pursuant to the equity compensation plans described in the Time of Sale Prospectus), short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.

(x) Neither the Company nor its subsidiaries owns any real property. The Company and its subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Time of Sale Prospectus.

(y) The Company and its subsidiaries own or possess, or can reasonably promptly acquire on commercially reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual property rights or moral rights currently employed by them in connection with the business now operated by them, and that are necessary for the conduct of its business described in the Time of Sale Prospectus; and neither the Company nor any of its subsidiaries has received (or reasonably expects to receive) any notice of (or knows of any reasonable basis for a claim of) infringement of or conflict with rights of others with respect to any of the foregoing or otherwise which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(z) No material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Time of Sale Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would reasonably be likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(aa) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are, in the Company’s reasonable judgment, prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus.

(bb) The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where failure to obtain such certificates, authorizations and permits would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus.

(cc) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(dd) KPMG LLP, which has expressed its opinion with respect to the financial statements of the Company and its subsidiaries filed with the Commission as a part of the Registration Statement and included in each of the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(ee) Except as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period

preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

(ff) The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a material adverse effect) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not have a material adverse effect, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a material adverse effect.

(gg) The Company and its subsidiaries have established and maintain disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information that will be required to be included in the Company’s periodic reports required under the Exchange Act.

(hh) The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and all rules and regulations promulgated thereunder applicable to the Company at such time, and is taking steps designed to ensure that it will be in compliance, at all times, with the other provisions of the Sarbanes-Oxley Act when they become applicable to the Company after the effectiveness of the Registration Statement.

(ii) Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in the Registration Statement, the Time of Sale Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(jj) The financial statements of the Company included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with

U.S. GAAP applied on a consistent basis throughout the periods involved. The other financial information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby.

(kk) The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(ll) From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

(mm) The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

(nn) As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C) any individual Written Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(oo) The Company and each of its subsidiaries have complied, and are presently in compliance, with their privacy and security policies, and with all obligations, laws and regulations regarding the collection, use, transfer, storage, protection, disposal or disclosure of personally identifiable information or any other information collected from or provided by third parties. The Company and its subsidiaries have taken commercially reasonable steps to protect the information technology systems and data used in connection with the operation of the Company or its subsidiaries. The Company and its subsidiaries have used reasonable efforts to establish, and have established, commercially

reasonable disaster recovery and security plans, procedures and facilities for the business, including, without limitation, for the information technology systems and data held or used by or for the Company or any of its subsidiaries. There has been no material security breach or attack or other compromise of or relating to any such information technology system or data.

2. Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees with each of the Underwriters that:

(a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.

(b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and American Stock Transfer & Trust Company, LLC, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “Custody Agreement”) and the Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys-in-fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “Power of Attorney”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of such Selling Stockholder (if such Selling Stockholder is a corporation) or equivalent organizational or formation documents, as applicable, (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder except in the case of clauses (i), (iii) and (iv) as would not, individually or in the aggregate, have a material adverse effect on the ability of the Selling Stockholder to consummate the transactions contemplated by this Agreement, the Custody Agreement, and the Power of Attorney, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement or the Custody Agreement or Power of Attorney of such Selling Stockholder, except such as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions in connection with the offer and sale of the Shares.

(c) With respect to any Shares to be sold by such Selling Stockholder that are outstanding on the date hereof, such Selling Stockholder has, and with respect to such Shares to be sold by such Selling Stockholder upon the conversion of Class B common stock or the exercise of options, on each Closing Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares.

(d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(e) Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

(f) Such Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement.

(g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the

representations and warranties set forth in this Section 2(g) are limited in all respects to statements or omissions made in reliance upon information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Time of Sale Prospectus or any amendments or supplements thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the Time of Sale Prospectus in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders.”

(h) Such Selling Stockholder has executed a “lock-up” agreement with the Representatives, substantially in the form of Exhibit A hereto, relating to sales and certain other dispositions of shares of Common Stock or certain other securities, that is in full force and effect as of the date hereof and shall be in full force and effect as of the Closing Date.

3. Agreements to Sell and Purchase. Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[ ] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (each, an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

The Company hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (4) make any public announcement of any intention to do any of the foregoing.

The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of, or options to purchase shares of, Common Stock or restricted stock units to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans described in the Time of Sale Prospectus, provided that, prior to such issuance, to the extent that any such shares or any such options or restricted stock units will become vested during the Restricted Period, the Company shall cause each recipient of such grant or issuance to execute and deliver a “lock-up” agreement, substantially in the form of Exhibit A hereto, (c) the filing by the Company of registration statements on Form S-8 with respect to the employee benefit plans described in the Time of Sale Prospectus, (d) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions, provided, that, the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 5 % of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement and provided further that the Company shall cause each recipient of such shares to execute and deliver to the Representatives, on or prior to such issuance, a “lock-up” agreement, substantially in the form of Exhibit A hereto, or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period.

If Morgan Stanley, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

4. Terms of Public Offering. The Sellers are advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the judgment of the Representatives is advisable. The Sellers are further advised by the Representatives that the Shares are to be offered to the public initially at $[ ] a share (the “Public Offering Price”) and to certain dealers selected by the Representatives at a price that represents a concession not in excess of $[ ] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ ] a share, to any Underwriter or to certain other dealers.

5. Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [ ], 2013, or at such other time on the same or such other date, not later than [ ], 2013 as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [ ], 2013, as shall be designated in writing by the Representatives.

The Firm Shares and Additional Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

6. Conditions to the Underwriters’ Obligations. The obligations of the Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than [ ] (New York City time) on the date hereof.

The several obligations of the Underwriters are subject to the following further conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened.

(c) The Underwriters shall have received on the Closing Date an opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, outside counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Representatives.

(d) The Underwriters shall have received on the Closing Date an opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel for the Selling Stockholders, dated the Closing Date, in form and substance satisfactory to the Representatives.

(e) The Underwriters shall have received on the Closing Date an opinion of Fenwick & West LLP, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Representatives.

With respect to Section 6(c) and Section 6(e) above, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP and Fenwick & West LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to Section 6(d) above, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP may rely upon an opinion or opinions of counsel for any Selling Stockholders and, with respect to factual matters and to the extent such counsel deems appropriate, upon the representations of each Selling Stockholder contained herein and in the Custody Agreement and Power of Attorney of such Selling Stockholder and in other documents and instruments; provided that (A) each such counsel for the Selling Stockholders is satisfactory to the counsel of the Representatives, (B) a copy of each opinion so relied upon is delivered to the Representatives and is in form and substance satisfactory to the counsel of the Representatives, (C) copies of such Custody Agreements and Powers of Attorney and of any such other documents and instruments shall be delivered to the Representatives and shall be in form and substance satisfactory to the counsel of the Representatives and (D) Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP shall state in their opinion that they are justified in relying on each such other opinion.

The opinions of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP described in Sections 6(c) and 6(d) above (and any opinions of counsel for any Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein.

(f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from KPMG LLP, registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than one day prior to the date hereof.

(g) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Representatives and the officers, directors and substantially all of the security holders of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date.

(h) The chief financial officer of the Company shall have delivered to the Underwriters on the date hereof a certificate in a form reasonably acceptable to the Representatives.

The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to the Representatives on the applicable Option Closing Date of such documents as the Representatives may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

7. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) To furnish to the Representatives, without charge, seven signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to the Representatives in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(e) or 7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representatives may reasonably request.

(b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c) To furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object.

(d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale

Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Company) to which Shares may have been sold by the Representatives on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(g) To enforce and not waive, without the consent of the Representatives, the existing market standoff provisions that are applicable to the remaining security holders of the Company that have not or do not deliver “lock-up” agreements to the Representatives.

(h) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request, provided, however, that nothing contained herein shall require the Company to qualify to do business in any jurisdiction, to execute a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction in which it is not otherwise subject.

(i) To make generally available to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(j) If any Seller is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (or its agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated not more than thirty (30) days prior to the Closing Date, as described in Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the Internal Revenue Service (“IRS”) of the required notice, as described in Treasury Regulations 1.897-2(h)(2).

(k) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 3.

(l) If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

8. Covenants of the Sellers. Each Seller, severally and not jointly, covenants with each Underwriter to deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed IRS Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

9. Expenses. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Sellers agree to pay or cause to be paid all expenses incident to the performance of the Sellers’ obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel, the Company’s accountants and counsel for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the reasonable cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the Financial Industry Regulatory Authority, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the New York Stock Exchange, (vi)

the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and 50% of the cost of any aircraft chartered in connection with the road show (with the Underwriters agreeing to pay for the other 50%), (ix) the document production charges and expenses associated with printing this Agreement, and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section 9, Section 11 entitled “Indemnity and Contribution” and the last paragraph of Section 13 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

The provisions of this Section 9 shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves.

10. Covenants of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

11. Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(b) Each Selling Stockholder agrees, severally and not jointly, to indemnify and hold harmless (i) each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, and (ii) the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only information furnished by such Selling Stockholder consists of the name of such Selling Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Stockholders” in the Time of Sale Prospectus. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by such Selling Stockholder under this Agreement (before payment of expenses but after deducting underwriting discounts and commissions).

(c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Stockholders, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or any Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any

issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, or the Prospectus or any amendment or supplement thereto.

(d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 11(a), 11(b), or 11(c) such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by the persons named as attorneys-in-fact for the Selling Stockholders under the Powers of Attorney. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment

for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of an indemnified party.

(e) To the extent the indemnification provided for in Section 11(a), 11(b) or 11(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 11(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 11(e)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Sellers on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Sellers or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 11 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The liability of each Selling Stockholder under the contribution agreement contained in this paragraph shall be limited to an amount equal to the aggregate Public Offering Price of the Shares sold by such Selling Stockholder under this Agreement (before payment of expenses but after deducting underwriting discounts and commissions).

(f) The Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 11(e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 11(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 11, (i) no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) no Selling Stockholder shall be required to contribute an amount in excess of the amounts by which the proceeds of this offering (before payment of expenses but after deducting underwriting discounts and commission) received by such Selling Stockholder exceeds the amount of any damages that such Selling Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(g) The indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the Company and the Selling Stockholders contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, any Selling Stockholder or any person controlling any Selling Stockholder, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

12. Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market or other relevant exchanges, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or

escalation of hostilities, or any change in financial markets, or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

13. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 13 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives, the Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case either the Representatives or the relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement (which, for purposes of this Section 13, shall not include termination by the Underwriters under items (iii), (iv) or (v) of Section 12), then (a) prior to the Closing Date, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, or (b) after the Closing Date but prior to any Option Closing Date with respect to the purchase of any Additional Shares pursuant to a notice delivered by the Representatives to the Company under Section 3 hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the proposed purchase of any such Additional Shares pursuant to this Agreement or the offering contemplated hereunder.

14. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Selling Stockholders, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

15. USA PATRIOT Act Compliance. In accordance with the requirements of the USA PATRIOT Act, the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

16. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

17. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

18. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

19. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to the Representatives in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, and in care of Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005, Attention: Equity Capital Markets – Syndicate Desk, fax: (212) 797-9344 , with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36^th Floor, New York, New York 10005, Attention: General Counsel, fax: (212) 797-4564; if to the Company shall be delivered, mailed or sent to 4637 Chabot Drive, Suite 210, Pleasanton, CA 94588, Attention: Chief Financial Officer; and if to the Selling Stockholders shall be delivered, mailed or sent to 4637 Chabot Drive, Suite 210, Pleasanton, CA 94588.

[Remainder of page intentionally left blank]


Very truly yours,

VEEVA SYSTEMS INC.

By:
		Name:
		Title:


The Selling Stockholders named in Schedule I hereto, acting severally

By:
		Attorney-in Fact

Accepted as of the date hereof

Morgan Stanley & Co. LLC

Deutsche Bank Securities Inc.

Acting severally on behalf of themselves and the

several Underwriters named in Schedule II hereto


By:		MORGAN STANLEY & CO. LLC

By:
		Name:
		Title:


By:		DEUTSCHE BANK SECURITIES INC.

By:
		Name:
		Title:

SCHEDULE I


Selling Stockholder		Number of Firm Shares To Be Sold
[NAMES OF SELLING STOCKHOLDERS]



Total:

I-1

SCHEDULE II


Underwriter		Number of Firm Shares To Be Purchased
Morgan Stanley & Co. LLC

Deutsche Bank Securities Inc.

Pacific Crest Securities LLC.

Stifel, Nicolaus & Company, Incorporated

Wells Fargo Securities, LLC

Canaccord Genuity Inc.

Total:

II-1

SCHEDULE III

Time of Sale Prospectus

1.	Preliminary Prospectus issued [date]

2.	[identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act]

3.	[free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet]

4.	[orally communicated pricing information such as price per share and size of offering if a Rule 134 pricing term sheet is used at the time of sale instead of a pricing term sheet filed by the Company under Rule 433(d) as a free writing prospectus]

III-1

EXHIBIT A

FORM OF LOCK-UP LETTER

____________, 2013

Morgan Stanley & Co. LLC

Deutsche Bank Securities Inc.

BMO Capital Markets Corp.

Canaccord Genuity Inc.

Pacific Crest Securities LLC

Stifel, Nicolaus & Company, Incorporated

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Ladies and Gentlemen:

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Veeva Systems Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Deutsche Bank (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, $0.00001 par value per share, of the Company (together with the Class B common stock, $0.00001 par value per share, of the Company, the “Common Stock”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by

A-1

delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift; (b) distributions or transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock if the undersigned is a corporation, partnership or other business entity to general or limited partners, members or stockholders of the undersigned or to any investment fund or other business entity controlled or managed by the undersigned; (c) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by will or intestate succession or to any trust for the direct or indirect benefit of such person or any member of the immediate family of the undersigned; (d) the exercise of options granted under the Company’s equity incentive plans disclosed in the Prospectus (including by cashless exercise or net exercise to the extent permitted by the instruments representing such options so long as such cashless exercise is effected solely by the surrender of outstanding options to the Company and the Company’s cancellation of all or a portion thereof to pay the exercise price, but for the avoidance of doubt, excluding all methods of exercise that would involve a sale of any shares of Common Stock relating to options, whether to cover the applicable exercise price, withholding tax obligations or otherwise) in accordance with their terms, provided that the shares of Common Stock delivered upon such exercise are subject to the restrictions set forth above and no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; (e) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company, pursuant to agreements under which the Company has the option to repurchase such shares or a right of first refusal with respect to the transfers of such shares; (f) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of a plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company; (g) the sale of shares of Common Stock to the Underwriters by the undersigned pursuant to the Underwriting Agreement; or (h) transfers of shares of Common Stock to the Company as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans disclosed in the Prospectus, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; provided that in the case of any transfer or distribution pursuant to clauses (a), (b) and (c), (1) each donee, distributee or transferee shall sign and deliver a lock-up letter substantially in the form of this letter, (2) such transfer shall not involve a disposition for value and (3) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period. As used herein, “immediate family” shall mean the spouse, domestic partner, lineal descendant (including adopted children), father, mother, brother or sister of the undersigned. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the Lock-Up Period, make any demand for or

A-2

exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the offering.

If the undersigned is an officer or director of the Company, (i) Morgan Stanley agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Morgan Stanley will notify the Company of the impending release or waiver and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Morgan Stanley hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. This Lock-Up Agreement shall automatically terminate upon the earliest to occur, if any, of (a) the date the Company advises Morgan Stanley, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, (b) the date of the termination of the Underwriting Agreement if prior to the closing of the Public Offering or (c) December 31, 2013 if, and only if, the Public Offering of the Shares has not been completed by such date.

A-3

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

Very truly yours,

(Name)

(Address)

A-4

EXHIBIT B

FORM OF WAIVER OF LOCK-UP

_____________, 20__

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by Veeva Systems Inc. (the “Company”) of _____ shares of Class A common stock, par value $0.00001 per share (the “Common Stock”), of the Company and the lock-up letter dated ____, 2013 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated ____, 20__, with respect to ____ shares of Common Stock (the “Shares”).

Morgan Stanley & Co. LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective _____, 20__; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

Very truly yours,

Morgan Stanley & Co. LLC

B-1


Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto

By:
		Name:
		Title:

cc:

Company

B-2

FORM OF PRESS RELEASE

Veeva Systems Inc.

[Date]

Veeva Systems Inc. (the “Company”) announced today that Morgan Stanley & Co. LLC, the lead book-running manager in the Company’s recent public sale of _____ shares of common stock is [waiving][releasing] a lock-up restriction with respect to ____ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on ____, 20__ , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

B-3

EX-3.2 3 d541293dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

RESTATED CERTIFICATE OF INCORPORATION

VEEVA SYSTEMS INC.

Veeva Systems Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The corporation was originally incorporated under the name of Rags2Riches, Inc., and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 12, 2007.

2. This Restated Certificate of Incorporation, which restates, integrates and further amends the certificate of incorporation of the corporation, has been duly adopted by the corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and has been adopted by the requisite vote of the stockholders of the corporation, acting by written consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware.

3. The certificate of incorporation of the corporation is hereby restated in its entirety to read as follows:

FIRST: The name of the corporation is Veeva Systems Inc. (hereinafter called the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 3500 South DuPont Highway in the City of Dover, County of Kent, 19901. The name of the registered agent of the Corporation in the State of Delaware at such address is Incorporating Services, Ltd.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware or any applicable successor act thereto, as the same may be amended from time to time (the “DGCL”).

FOURTH: The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 1,000,000,000 shares, consisting of (i) 800,000,000 shares of Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”), (ii) 190,000,000 shares of Class B Common Stock, par value $0.00001 per share (“Class B Common Stock” and together with Class A Common Stock, “Common Stock”), and (iii) 10,000,000 shares of Preferred Stock, par value $0.00001 per share (“Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the capital stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Immediately upon the acceptance of this Restated Certificate of Incorporation for filing by the Secretary of State of the State of Delaware (the “Effective Time”), each share of the Corporation’s Common Stock (for purposes of this paragraph only, as defined in the Corporation’s certificate of incorporation that is in effect immediately prior to the Effective Time) issued and outstanding or held as treasury stock immediately prior to the Effective Time, shall, automatically and without further action by any stockholder, be reclassified as, and shall become, one share of Class B Common Stock. Any stock certificate that immediately prior to the Effective Time represented such shares of the Corporation’s Common Stock shall from and after the Effective Time be deemed to represent shares of Class B Common Stock, without the need for surrender or exchange thereof.

A. Class A Common Stock and Class B Common Stock. The powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions of the Class A Common Stock and Class B Common Stock are as follows:

1. Equal Status; Ranking. Except as otherwise provided in this Restated Certificate of Incorporation (as amended from time to time, including the terms of any Preferred Stock Designation (as defined below), this “Certificate of Incorporation”) or required by applicable law, shares of Class A Common Stock and Class B Common Stock will have the same rights and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution or winding up of the Corporation), share ratably and be identical in all respects and as to all matters. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of the Preferred Stock of any series.

2. Voting.

(a) Except as otherwise expressly provided by this Certificate of Incorporation or as provided by law, the holders of shares of Class A Common Stock and Class B Common Stock will (i) at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders of the Corporation, (ii) be entitled to notice of any stockholders’ meeting in accordance with the Amended and Restated Bylaws of the Corporation (as amended from time to time, the “Bylaws”), and (iii) be entitled to vote upon such matters and in such manner as may be provided by applicable law. Except as otherwise expressly provided herein or required by applicable law, each holder of Class A Common Stock will have the right to one (1) vote per share of Class A Common Stock held of record by such holder and each holder of Class B Common Stock will have the right to ten (10) votes per share of Class B Common Stock held of record by such holder.

(b) Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election and removal of directors and for all other purposes. Notwithstanding any other provision of this Certificate of

Incorporation to the contrary, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.

3. Dividends. Subject to the rights of the holders of Preferred Stock, the holders of shares of Class A Common Stock and Class B Common Stock shall be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time, out of assets or funds of the Corporation legally available therefor. The holders of shares of Class A Common Stock and Class B Common Stock will be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board out of any assets of the Corporation legally available therefor; provided, however, that in the event a dividend is paid in the form of shares of Class A Common Stock or Class B Common Stock (or rights to acquire such shares), then the holders of Class A Common Stock will receive shares of Class A Common Stock (or rights to acquire such shares, as the case may be) and holders of Class B Common Stock will receive shares of Class B Common Stock (or rights to acquire such shares, as the case may be), with the holders of shares of Class A Common Stock and Class B Common Stock receiving, on a per share basis, an identical number of shares of Class A Common Stock or Class B Common Stock, as applicable. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution per share of Class A Common Stock or Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by the holders of a majority of the outstanding shares of Class A Common Stock and the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class.

4. Subdivisions or Combinations. Shares of Class A Common Stock or Class B Common Stock may not be subdivided, combined or reclassified unless the shares of the other class are concurrently therewith proportionately subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A Common Stock and the holders of the outstanding Class B Common Stock on the record date for such subdivision, combination or reclassification; provided, however, that shares of one such class may be subdivided, combined or reclassified in a different or disproportionate manner if such subdivision, combination or reclassification is approved in advance by the holders of a majority of the outstanding shares of Class A Common Stock and the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class.

5. Liquidation. Subject to the rights of the holders of Preferred Stock, holders of shares of Class A Common Stock and Class B Common Stock shall be entitled to receive ratably the assets and funds of the Corporation available for distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, unless disparate or different treatment of the shares of each such class with respect

to distributions upon any such liquidation, dissolution or winding up is approved in advance by holders of a majority of the outstanding shares of Class A Common Stock and the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately as a class. A liquidation, dissolution or winding up of the affairs of the Corporation, as such terms are used in this Section A.5, shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other person or a sale, lease, exchange or conveyance of all or a part of its assets.

6. Redemption. Neither the Class A Common Stock nor the Class B Common Stock is redeemable.

7. Change in Control Vote. The Corporation will not consummate a Change in Control Transaction (as defined below) without first obtaining the approval of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Certificate of Incorporation or the Bylaws. For the purposes of this Section 7, a “Change in Control Transaction” means the occurrence of any of the following events:

(a) the sale, lease, exchange, encumbrance or other disposition (other than licenses in the ordinary course of business, and the grant of security interests in the ordinary course of business) by the Corporation of all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole; or

(b) the merger or consolidation of the Corporation with or into any other corporation or entity, other than a merger or consolidation that would result in the Class B Common Stock of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its sole parent entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity or its sole parent entity outstanding immediately after such merger or consolidation.

8. Voluntary and Automatic Conversion of Class B Common Stock.

(a) Voluntary Conversion of Shares of Class B Common Stock. Each share of Class B Common Stock will be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation. Before any holder of Class B Common Stock will be entitled to voluntarily convert any shares of such Class B Common Stock, such holder will surrender the certificate or certificates therefor (if any), duly endorsed, at the principal corporate office of the Corporation or of any transfer agent for the Class B Common Stock, and will give written notice to the Corporation at its principal corporate office, of the election to convert the same and will state therein the name or names (i) in which the certificate or certificates for shares of Class A Common Stock are to be issued if such shares are certificated, or (ii) in which such shares are to be registered in book entry if such shares are uncertificated. The Corporation will, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Common Stock, or to the nominee or nominees of such holder, a certificate or certificates representing the number of shares of Class A Common Stock to which such holder will be entitled as aforesaid (if

such shares are certificated) or, if such shares are uncertificated, register such shares in book-entry form. Such conversion will be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Class B Common Stock to be converted following or contemporaneously with the written notice of such holder’s election to convert required by this Section 8(a), and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion will be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class B Common Stock that is converted pursuant to this Section 8(a) will be retired by the Corporation and will not be available for reissuance.

(b) Automatic Conversion of Shares of Class B Common Stock. Shares of Class B Common Stock will be automatically, without further action by the holder thereof, converted into an equal number of fully paid and nonassessable shares of Class A Common Stock, upon the occurrence of any of the following events:

(i) any Transfer of such shares of Class B Common Stock, except for a Permitted Transfer;

(ii) the date that any Permitted Transferee of such shares ceases to meet the qualifications to be a Permitted Transferee of the holder of Class B Common Stock who effected the Transfer of such shares to such Permitted Transferee; and

(iii) the death or Incapacity of a holder of such shares who is a natural person, or the death or Incapacity of the transferor of such shares who is a natural person from whom a Permitted Transferee acquired such shares of Class B Common Stock.

Each outstanding stock certificate that, immediately prior to such conversion, represented one or more shares of Class B Common Stock subject to such conversion will, upon such conversion, be deemed to represent an equal number of shares of Class A Common Stock, without the need for surrender or exchange thereof. The Corporation will, upon the request of any holder whose shares of Class B Common Stock have been converted into shares of Class A Common Stock as a result of such conversion and upon surrender by such holder to the Corporation of the outstanding certificate(s) formerly representing such holder’s shares of Class B Common Stock (if any), issue and deliver to such holder certificate(s) representing the shares of Class A Common Stock into which such holder’s shares of Class B Common Stock were converted as a result of such conversion (if such shares are certificated) or, if such shares are uncertificated or the stockholder otherwise consents, register such shares in book-entry form. Shares of Class B Common Stock that are converted pursuant to this Section 8(b) will be retired by the Corporation and will not be available for reissuance.

(c) Conversion of All Outstanding Class B Common Stock. Each share of Class B Common Stock then outstanding will be automatically, without further action by the holder thereof, converted into one (1) fully paid and nonassessable share of Class A Common Stock, upon the earliest to occur of:

(i) the date specified by the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class; or

(ii) [the date of the IPO], 2023.

Following such conversion, the reissuance of shares of Class B Common Stock will be prohibited, and such shares of Class B Common Stock will be retired by the Corporation and cancelled in accordance with the DGCL and the filing with the Delaware Secretary of State required thereby. Upon such retirement and filing, all references herein to Class A Common Stock will be deemed to be references to Common Stock. Each outstanding stock certificate that, immediately prior to such retirement and filing, represented one or more shares of Class A Common Stock will, following such retirement and filing, be deemed to represent an equal number of shares Common Stock, without the need for surrender or exchange thereof.

(d) The Corporation may, from time to time, establish such policies and procedures, not in violation of applicable law or the other provisions of this Certificate of Incorporation, relating to the conversion of the Class B Common Stock into Class A Common Stock pursuant to the terms of this Certificate of Incorporation, as the Corporation may deem necessary or advisable in connection therewith. If the Corporation has reason to believe that a Transfer giving rise to a conversion of shares of Class B Common Stock into Class A Common Stock has occurred but has not theretofore been reflected on the books of the Corporation, the Corporation may request that the holder of such shares furnish affidavits or other evidence to the Corporation as the Corporation deems necessary to determine whether a conversion of shares of Class B Common Stock to Class A Common Stock has occurred, and if such holder does not within ten (10) days after the date of such request furnish sufficient evidence to the Corporation (in the manner provided in the request) to enable the Corporation to determine that no such conversion has occurred, any such shares of Class B Common Stock, to the extent not previously converted, will be automatically converted into shares of Class A Common Stock as of the date of the transfer in question and the same will thereupon be registered on the books, records and stock ledger of the Corporation. In connection with any action of stockholders taken at a meeting, the stock ledger of the Corporation will be presumptive evidence as to who are the stockholders entitled to vote in person or by proxy at any meeting of stockholders and the class or classes or series of shares held by each such stockholder and the number of shares of each class or classes or series held by such stockholder.

9. Definitions. For purposes of this Article FOURTH of the Certificate of Incorporation,

(a) “Incapacity” means, for a holder of Class B Common Stock, incapacity such that such holder is incapable of managing his financial affairs under the criteria set forth in California Probate Code Section 810 et seq. that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months as determined by a licensed medical practitioner. In the event of a dispute regarding whether a holder of Class B Common Stock has suffered an Incapacity, no Incapacity of such holder will be deemed to have occurred unless and until an affirmative ruling regarding such Incapacity has been made by a court of competent jurisdiction, and such ruling has become final and non-appealable.

(b) “Permitted Transfer” means any Transfer of a share of Class B Common Stock:

(i) by a Qualified Stockholder to a Permitted Transferee of such Qualified Stockholder; or

(ii) by a Permitted Transferee of a Qualified Stockholder, to such Qualified Stockholder or any other Permitted Transferee of such Qualified Stockholder.

(c) “Permitted Transferee” means: Any trust, corporation, limited liability company, partnership, foundation or similar entity established by a holder of Class B Common Stock; provided that the holder of Class B Common Stock has sole dispositive power and exclusive right to vote all of the shares of Class B Common Stock held by such entity and the Transfer to the transferee does not involve any payment of cash, securities, property or other consideration (other than an interest in such entity) to the holder of Class B Common Stock.

(d) “Qualified Stockholder” means (i) the initial registered holder of any share of Class B Common Stock that are originally issued by the Corporation (including, without limitation, upon conversion of the Preferred Stock or upon exercise of options or warrants) and (ii) a Permitted Transferee.

(e) “Transfer” of a share of Class B Common Stock means, directly or indirectly, any sale, assignment, transfer by bequest, devise or descent, conveyance (including a conveyance in trust) or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law. A Transfer includes, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership) and the transfer of, or entering into an agreement with respect to, Voting Control over a share of Class B Common Stock by proxy or otherwise; provided, however, that the following will not be considered a Transfer:

(i) the grant of a revocable proxy to officers or directors of the Corporation at the request of the Board, in connection with actions to be taken at an annual or special meeting of stockholders;

(ii) the issuance by the Corporation of any shares of Class B Common Stock pursuant to the exercise of options, warrants, securities or rights that are exercisable or exchangeable for, or convertible into, Class B Common Stock;

(iii) an encumbrance, hypothecation or pledge of shares of Class B Common Stock by a holder of Class B Common Stock in connection with a bona fide loan or indebtedness transaction prior to an event of default or other event that gives any other person the right to vote or control the disposition of the shares subject to such encumbrance, hypothecation or pledge; provided, however, that a foreclosure on such shares or other similar action by the encumbrance or hypothecation holder or pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer; or

(iv) any acquisition or disposition (including by judicial determination) of a community property interest in any shares of Class B Common Stock that does not result in a disposition by a holder of Class B Common Stock of either his or her economic interest in such shares of Class B Common Stock or an acquisition of exclusive Voting Control by another person (including the spouse or former-spouse of such holder) of such shares of Class B Common Stock.

(f) “Voting Control” with respect to a share of Class B Common Stock means the power (whether exclusive or shared) to vote or direct the voting of such share of Class B Common Stock by proxy, voting agreement or otherwise.

10. Reservation of Stock. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common Stock as will from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock.

11. Protective Provisions. So long as any shares of Class B Common Stock remain outstanding:

(a) The Corporation will not, whether by merger, consolidation, reclassification of capital stock or otherwise, amend, alter, change, repeal or waive Section A of this Article FOURTH (or adopt any provision inconsistent therewith), without first obtaining the approval of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Certificate of Incorporation or the Bylaws.

(b) The Corporation will not, without first obtaining the approval of the holders of a majority of the then outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by applicable law, this Certificate of Incorporation or the Bylaws, authorize or issue, or obligate itself to issue, any Preferred Stock (including any other security convertible into or exercisable for any such Preferred Stock).

B. Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. Subject to Section A.11(b), the Board is hereby authorized to provide by resolution or resolutions from time to time for the issuance, out of the unissued shares of Preferred Stock, of one or more series of Preferred Stock, without stockholder approval, by filing a certificate pursuant to the applicable law of the State of Delaware (the “Preferred Stock Designation”), setting forth such resolution and, with respect to each such series, establishing the

number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designation, preferences and relative, participating, optional or other special rights, if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. The powers, designation, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Subject to Section A.11(b), the authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:

(a) the designation of the series, which may be by distinguishing number, letter or title;

(b) the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);

(c) the amounts or rates at which dividends will be payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative;

(d) the dates on which dividends, if any, shall be payable;

(e) the redemption rights and price or prices, if any, for shares of the series;

(f) the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series;

(g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(h) whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(i) restrictions on the issuance of shares of the same series or any other class or series;

(j) the voting rights, if any, of the holders of shares of the series generally or upon specified events; and

(k) any other powers, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions of such shares,

all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.

FIFTH: This Article FIFTH is inserted for the management of the business and for the conduct of the affairs of the Corporation.

A. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law.

B. Number of Directors; Election of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be fixed from time to time by resolution of the majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board” will mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

C. Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective.

D. Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.

E. Vacancies. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or

removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor.

F. Removal. Any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Corporation entitled to vote thereon.

G. Committees. Pursuant to the Bylaws, the Board may establish one or more committees to which may be delegated any or all of the powers and duties of the Board to the full extent permitted by law.

H. Stockholder Nominations and Introduction of Business. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.

SIXTH: Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

SEVENTH: To the fullest extent permitted by the DGCL as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained in this Article SEVENTH shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to the provisions of Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No repeal or modification of this Article SEVENTH shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

EIGHTH: The Corporation may indemnify, and advance expenses to, to the fullest extent permitted by law, any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

NINTH: Subject to the terms of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of the stockholders called in accordance with the Bylaws and may not be effected by written consent in lieu of a meeting.

TENTH: Special meetings of stockholders for any purpose or purposes may be called at any time by the majority of the Whole Board, the Chairman of the Board or the Chief Executive Officer of the Corporation, and may not be called by another other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

ELEVENTH: If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the DGCL may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article ELEVENTH. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law or any affirmative vote of the holders of Class B Common Stock required by Section A.11 of Article FOURTH, by this Certificate of Incorporation or by any Preferred Stock Designation, the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon shall be required to amend, alter, change or repeal any provision of this Certificate of Incorporation, or to adopt any new provision of this Certificate of Incorporation; provided, however, that the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Corporation entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Article FIFTH, Article SEVENTH, Article EIGHTH, Article NINTH, Article TENTH, Article TWELFTH, Article THIRTEENTH, and this sentence of this Certificate of Incorporation, or in each case, the definition of any capitalized terms used therein or any successor provision (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other provision of this Certificate of Incorporation). Any amendment, repeal or modification of any of Article SEVENTH, Article EIGHTH, and this sentence shall not adversely affect any right or protection of any person existing thereunder with respect to any act or omission occurring prior to such repeal or modification.

TWELFTH: In furtherance and not in limitation of the powers conferred upon it by law, the Board is expressly authorized and empowered to adopt, amend and repeal the Bylaws by the affirmative vote of a majority of the Whole Board. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by any Preferred Stock Designation, the Bylaws may also be amended, altered or repealed and new Bylaws may be adopted by the affirmative vote of the holders of at least 66 2/3% in voting power of the stock of the Corporation entitled to vote thereon.

THIRTEENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (3) any action arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article THIRTEENTH.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate of Incorporation as of this day of , 2013.


By:
Name:
Title:

EX-3.4 4 d541293dex34.htm EX-3.4 EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

VEEVA SYSTEMS INC.

(as amended on August 21, 2013 effective as of the

closing of the corporation’s initial public offering)

TABLE OF CONTENTS


		Page
Article I STOCKHOLDERS			1
1.1	Place of Meetings		1
1.2	Annual Meeting		1
1.3	Special Meetings		1
1.4	Notice of Meetings		1
1.5	Voting List		2
1.6	Quorum		2
1.7	Adjournments		2
1.8	Voting and Proxies		3
1.9	Action at Meeting		3
1.10	Nomination of Directors		3
1.11	Notice of Business at Annual Meetings		7
1.12	Conduct of Meetings		10

Article II DIRECTORS			11
2.1	General Powers		11
2.2	Number, Election and Qualification		11
2.3	Chairman of the Board; Vice Chairman of the Board		11
2.4	Classes of Directors		11
2.5	Terms of Office		11
2.6	Quorum		11
2.7	Action at Meeting		12
2.8	Removal		12
2.9	Vacancies		12
2.10	Resignation		12
2.11	Regular Meetings		12
2.12	Special Meetings		12
2.13	Notice of Special Meetings		12
2.14	Meetings by Conference Communications Equipment		13
2.15	Action by Consent		13
2.16	Committees		13
2.17	Compensation of Directors		13

Article III OFFICERS			14
3.1	Titles		14
3.2	Appointment		14
3.3	Qualification		14
3.4	Tenure		14
3.5	Removal; Resignation		14
3.6	Vacancies		14
3.7	President; Chief Executive Officer		14
3.8	Chief Financial Officer		15
3.9	Vice Presidents		15


3.10	Secretary and Assistant Secretaries	15
3.11	Salaries	15
3.12	Delegation of Authority	15
3.13	Execution of Contracts	15

Article IV CAPITAL STOCK		16
4.1	Issuance of Stock	16
4.2	Stock Certificates; Uncertificated Shares	16
4.3	Transfers	16
4.4	Lost, Stolen or Destroyed Certificates	17
4.5	Record Date	17
4.6	Regulations	17
4.7	Dividends	18

Article V GENERAL PROVISIONS		18
5.1	Fiscal Year	18
5.2	Corporate Seal	18
5.3	Waiver of Notice	18
5.4	Voting of Securities	18
5.5	Evidence of Authority	18
5.6	Certificate of Incorporation	18
5.7	Severability	18
5.8	Pronouns	18
5.9	Electronic Transmission	19

Article VI AMENDMENTS		19

Article VII INDEMNIFICATION AND ADVANCEMENT		19
7.1	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	19
7.2	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	19
7.3	Authorization of Indemnification	20
7.4	Good Faith Defined	20
7.5	Right of Claimant to Bring Suit	20
7.6	Expenses Payable in Advance	21
7.7	Nonexclusivity of Indemnification and Advancement of Expenses	21
7.8	Insurance	21
7.9	Certain Definitions	21
7.10	Survival of Indemnification and Advancement of Expenses	22
7.11	Limitation on Indemnification	22
7.12	Contract Rights	23

ARTICLE I

STOCKHOLDERS

1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “Board”) of Veeva Systems Inc. (the “Corporation”), the Chairman of the Board, the Chief Executive Officer or the President or, if not so designated, at the principal executive office of the Corporation. The Board may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a) of the General Corporation Law of the State of Delaware or any applicable successor act thereto, as the same may be amended from time to time (the “DGCL”).

1.2 Annual Meeting. The annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board, the Chairman of the Board, the Chief Executive Officer or the President (which date shall not be a legal holiday in the place, if any, where the meeting is to be held). The Board acting pursuant to a resolution adopted by the majority of the Whole Board may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders, before or after the notice for such meeting has been sent to the stockholders. For purposes of these Bylaws, the term “Whole Board” will mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

1.3 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by a resolution adopted by the majority of the Whole Board, the Chairman of the Board or the Chief Executive Officer, and may not be called by any other person or persons. The Board acting pursuant to a resolution adopted by the majority of the Whole Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders, before or after the notice for such meeting has been sent to the stockholders. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

1.4 Notice of Meetings. Except as otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the DGCL) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL.

1.5 Voting List. The Secretary shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person, present by means of remote communication in a manner, if any, authorized by the Board in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

1.7 Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the chairman of the meeting or by the stockholders present or represented at the meeting and entitled to vote thereon, although less than a quorum. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to

each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

1.8 Voting and Proxies. Each stockholder shall have such number of votes, if any, for each share of stock entitled to vote and held of record by such stockholder as may be fixed in the Certificate of Incorporation and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote for such stockholder by a proxy executed or transmitted in a manner permitted by applicable law. No such proxy shall be voted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.

1.9 Action at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series, the holders of a majority in voting power of the shares of stock of that class or series present or represented at the meeting and voting affirmatively or negatively on such matter), except when a different vote is required by applicable law, regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws. For the avoidance of doubt, neither abstentions nor broker non-votes will be counted as votes cast for or against such matter. Other than directors who may be elected by the holders of shares of any series of Preferred Stock or pursuant to any resolution or resolutions providing for the issuance of such stock adopted by the Board, each director shall be elected by a plurality of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Voting at meetings of stockholders need not be by written ballot.

1.10 Nomination of Directors.

(a) Except for (1) any directors entitled to be elected by the holders of Preferred Stock, (2) any directors elected in accordance with Section 2.9 hereof by the Board to fill a vacancy or newly-created directorship or (3) as otherwise required by applicable law or stock exchange regulation, at any meeting of stockholders, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election or re-election as directors. Nomination for election to the Board at a meeting of stockholders may be made (i) by or at the direction of the Board (or any committee thereof) or (ii) by any stockholder of the

Corporation who (x) timely complies with the notice procedures in Section 1.10(b), (y) is a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting.

(b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation as follows: (i) in the case of an election of directors at an annual meeting of stockholders, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) in the case of the annual meeting of stockholders of the Corporation to be held in 2014 or (y) in the event that the date of the annual meeting in any other year is advanced by more than twenty (20) days, or delayed by more than sixty (60) days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the tenth (10th) day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (ii) in the case of an election of directors at a special meeting of stockholders, provided that the majority of the Whole Board, the Chairman of the Board or the Chief Executive Officer has determined, in accordance with Section 1.3, that directors shall be elected at such special meeting and provided further that the nomination made by the stockholder is for one of the director positions that the Board, the Chairman of the Board or the Chief Executive Officer, as the case may be, has determined will be filled at such special meeting, not earlier than the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th) day following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.

The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any affiliate or associate thereof or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, (5) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps,

profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such proposed nominee, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such proposed nominee with respect to shares of stock of the Corporation, and (6) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, and any Stockholder Associated Person (as defined below), (2) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder, such beneficial owner and any Stockholder Associated Person, (3) a description of any agreement, arrangement or understanding between or among such stockholder, such beneficial owner and/or any Stockholder Associated Person and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies in favor of electing such nominee(s), (4) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder, such beneficial owner or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner or any Stockholder Associated Person with respect to shares of stock of the Corporation, (5) any other information relating to such stockholder, such beneficial owner and any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (6) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (7) a representation whether such stockholder, such beneficial owner and/or such Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by such stockholder, such beneficial owner or such Stockholder Associated Person to be sufficient to elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination. Such information provided and statements made as required by clauses (A) and (B) above or otherwise by this Section 1.10 are hereinafter referred to as a “Nominee Solicitation Statement.” Not later than ten (10) days after the record date for determining stockholders entitled to notice of the meeting, the information required by Items (A)(1)-(5) and (B)(1)-(5) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date. In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected and a written statement executed by the proposed nominee acknowledging that as a director of the Corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the Corporation and its stockholders. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably

require to determine the eligibility of such proposed nominee to serve as a director of the Corporation or whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines. A stockholder shall not have complied with this Section 1.10(b) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.10. For purposes of these Bylaws, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(c) Without exception, no person shall be eligible for election or re-election as a director of the Corporation at a meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 1.10. In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.10 (including the previous sentence of this Section 1.10(c)), and if the chairman should determine that a nomination was not made in accordance with the provisions of this Section 1.10, the chairman shall so declare to the meeting and such nomination shall not be brought before the meeting.

(d) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder.

(e) Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Section 1.10, to be considered a “qualified representative of the stockholder”, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders.

(f) For purposes of this Section 1.10, “public disclosure” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(g) Notwithstanding the foregoing provisions of this Section 1.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.10; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations to be considered pursuant to this Section 1.10 (including paragraph (a)(ii) hereof), and compliance with paragraph (a)(ii) of this Section 1.10 shall be the exclusive means for a stockholder to make nominations. Nothing in this Section 1.10 shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

1.11 Notice of Business at Annual Meetings.

(a) At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (2) otherwise properly brought before the meeting by or at the direction of the Board (or any committee thereof), or (3) properly brought before the annual meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, (i) if such business relates to the nomination of a person for election as a director of the Corporation, the procedures in Section 1.10 must be complied with and (ii) if such business relates to any other matter, the business must constitute a proper matter under Delaware law for stockholder action and the stockholder must (x) have given timely notice thereof in writing to the Secretary in accordance with the procedures in Section 1.11(b), (y) be a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such annual meeting and (z) be entitled to vote at such annual meeting.

(b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) in the case of the annual meeting of stockholders of the Corporation to be held in 2014 or (y) in the event that the date of the annual meeting in any other year is advanced by more than twenty (20) days, or delayed by more than sixty (60) days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the tenth (10th) day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.

The stockholder’s notice to the Secretary shall set forth: (A) as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting, (2) the text of the proposal (including the exact text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws, the exact text of the proposed amendment), and (3) the reasons for conducting such business at the annual meeting, and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is being made (1) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner and of any Stockholder Associated Person, (2) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder, such beneficial owner and any Stockholder Associated Person, (3) a description of any material interest of such stockholder, such beneficial owner or any Stockholder Associated Person and the respective affiliates and associates of, or others acting in concert with, such stockholder, such beneficial owner or any Stockholder Associated Person in such business, (4) a description of any agreement, arrangement or understanding between or among such stockholder, such beneficial owner and/or any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business or who may participate in the solicitation of proxies in favor of such proposal, (5) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder, such beneficial owner or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner or any Stockholder Associated Person with respect to shares of stock of the Corporation, (6) any other information relating to such stockholder, such beneficial owner and any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the business proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (7) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (8) a representation whether such stockholder, such beneficial owner and/or any Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal. Such information provided and statements made as required by clauses (A) and (B) above or otherwise by this Section 1.11 are hereinafter referred to as a “Business Solicitation Statement.” Not later than ten (10) days after the record date for determining stockholders entitled to notice of the meeting, the information required by Items (A)(3) and (B)(1)-(6) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of such record date. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting of stockholders except in accordance with the procedures in this Section 1.11; provided that any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Exchange Act and is to be included in the Corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the notice requirements of this Section 1.11. A stockholder shall

not have complied with this Section 1.11(b) if the stockholder (or beneficial owner, if any, on whose behalf the proposal is made) solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s proposal in contravention of the representations with respect thereto required by this Section 1.11.

(c) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 1.11. In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairman of any annual meeting shall have the power and duty to determine whether business was properly brought before the annual meeting in accordance with the provisions of this Section 1.11 (including the previous sentence of this Section 1.11(c)), and if the chairman should determine that business was not properly brought before the annual meeting in accordance with the provisions of this Section 1.11, the chairman shall so declare to the meeting and such business shall not be brought before the annual meeting.

(d) Except as otherwise required by law, nothing in this Section 1.11 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any proposal submitted by a stockholder.

(e) Notwithstanding the foregoing provisions of this Section 1.11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present business, such business shall not be considered, notwithstanding that proxies in respect of such business may have been received by the Corporation.

(f) For purposes of this Section 1.11, the terms “qualified representative of the stockholder” and “public disclosure” shall have the same meaning as in Section 1.10.

(g) Notwithstanding the foregoing provisions of this Section 1.11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 1.11; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to proposals as to any business to be considered pursuant to this Section 1.11 (including paragraph (a)(3) hereof), and compliance with paragraph (a)(3) of this Section 1.11 shall be the exclusive means for a stockholder to submit business (other than, as provided in the penultimate sentence of (b), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 1.11 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act.

1.12 Conduct of Meetings.

(a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) The Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(c) The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.

(d) In advance of any meeting of stockholders, the Board, the Chairman of the Board, the Chief Executive Officer or the President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

ARTICLE II

DIRECTORS

2.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.

2.2 Number, Election and Qualification. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be fixed from time to time by resolution of the majority of the Whole Board. Election of directors need not be by written ballot. Directors need not be stockholders of the Corporation.

2.3 Chairman of the Board; Vice Chairman of the Board. The Board may appoint from its members a Chairman of the Board and a Vice Chairman of the Board, neither of whom need be an employee or officer of the Corporation. If the Board appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board and, if the Chairman of the Board is also designated as the Corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7 of these Bylaws. If the Board appoints a Vice Chairman of the Board, such Vice Chairman shall perform such duties and possess such powers as are assigned by the Board. Unless otherwise provided by the Board, the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board.

2.4 Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board shall be and is divided into three classes, designated: Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director.

2.5 Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, and except as set forth in the Certificate of Incorporation, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal.

2.6 Quorum. The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed by the Board pursuant to Section 2.2 of these Bylaws shall constitute a quorum of the Board. If at any meeting of the Board there shall be less than a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

2.7 Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law or by the Certificate of Incorporation or these Bylaws.

2.8 Removal. Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation.

2.9 Vacancies. Subject to the rights of holders of any series of Preferred Stock, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor.

2.10 Resignation. Any director may resign only by delivering a resignation in writing or by electronic transmission to the Chairman of the Board or the Chief Executive Officer. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.

2.11 Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as shall be determined from time to time by the Board; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.12 Special Meetings. Special meetings of the Board may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more directors, or by one director in the event that there is only a single director in office.

2.13 Notice of Special Meetings. Notice of the date, place and time of any special meeting of the Board shall be given to each director by the Chairman of the Board, the Chief Executive Officer, the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (a) in person or by telephone at least twenty-four (24) hours in advance of the meeting, (b) by sending written notice by reputable overnight courier, telecopy, facsimile or other means of electronic transmission, or delivering written notice by hand, to such director’s last known business, home or means of electronic transmission address at least twenty-four (24) hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least seventy-two (72) hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting.

2.14 Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.15 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.16 Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation. Each such committee shall keep minutes and make such reports as the Board may from time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

2.17 Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service.

ARTICLE III

OFFICERS

3.1 Titles. The “Executive Officers” of the Corporation shall be such persons as are designated as such by the Board and shall include, but not be limited to, a Chief Executive Officer, a President and a Chief Financial Officer. Additional Executive Officers may be appointed by the Board from time to time. In addition to the Executive Officers of the Corporation described above, there may also be such “Non-Executive Officers” of the Corporation as may be designated and appointed from time to time by the Board or the Chief Executive Officer of the Corporation in accordance with the provisions of Section 3.2. of these Bylaws. In addition, the Secretary and Assistant Secretaries of the Corporation may be appointed by the Board from time to time.

3.2 Appointment. The Executive Officers of the Corporation shall be chosen by the Board, subject to the rights, if any, of an Executive Officer under any contract of employment. Non-Executive Officers of the Corporation shall be chosen by the Board or the Chief Executive Officer of the Corporation.

3.3 Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation, disqualification or removal.

3.5 Removal; Resignation. Subject to the rights, if any, of an Executive Officer under any contract of employment, any Executive Officer may be removed, either with or without cause, at any time by the Board at any regular or special meeting of the Board. Any Non-Executive Officer may be removed, either with or without cause, at any time by the Chief Executive Officer of the Corporation or by the Executive Officer to whom such Non-Executive Officer reports. Any officer may resign only by delivering a resignation in writing or by electronic transmission to the Chief Executive Officer. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

3.6 Vacancies. The Board may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled, for such period as it may determine, any offices.

3.7 President; Chief Executive Officer. Unless the Board has designated another person as the Corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the Board. The President shall perform such other duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe.

3.8 Chief Financial Officer. The Chief Financial Officer shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer. In addition, the Chief Financial Officer shall perform such duties and have such powers as are incident to the office, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board, to make proper accounts of such funds, and to render as required by the Board statements of all such transactions and of the financial condition of the Corporation.

3.9 Vice Presidents. Each Vice President shall perform such duties and possess such powers as the Board or the Chief Executive Officer may from time to time prescribe. The Board or the Chief Executive Officer may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title.

3.10 Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board, to attend all meetings of stockholders and the Board and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board, the Chief Executive Officer or the Secretary may from time to time prescribe.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

3.11 Salaries. Executive Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board or a committee thereof.

3.12 Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

3.13 Execution of Contracts. Each Executive Officer and Non-Executive Officer of the Corporation may execute, affix the corporate seal and/or deliver, in the name and on behalf of the Corporation, deeds, mortgages, notes, bonds, contracts, agreements, powers of attorney, guarantees, settlements, releases, evidences of indebtedness, conveyances or any other document or instrument which (i) is authorized by the Board or (ii) is executed in accordance with policies adopted by the Board from time to time, except in each case where the execution, affixation of the corporate seal and/or delivery thereof shall be expressly and exclusively delegated by the Board to some other officer or agent of the Corporation.

ARTICLE IV

CAPITAL STOCK

4.1 Issuance of Stock. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any shares of the authorized capital stock of the Corporation held in the Corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board in such manner, for such lawful consideration and on such terms as the Board may determine.

4.2 Stock Certificates; Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board, representing the number of shares held by such holder registered in certificate form. Each such certificate shall be signed in a manner that complies with Section 158 of the DGCL.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL or, with respect to Section 151 of DGCL, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.3 Transfers. Shares of stock of the Corporation shall be transferable in the manner prescribed by law, the Certificate of Incorporation and in these Bylaws. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation or by transfer agents designated to transfer shares of stock of the Corporation. Subject to applicable law, shares of

stock represented by certificates shall be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.

4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as the Board may require for the protection of the Corporation or any transfer agent or registrar.

4.5 Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

4.6 Regulations. The issue and registration of shares of stock of the Corporation shall be governed by such other regulations as the Board may establish.

4.7 Dividends. Dividends on the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of capital stock.

ARTICLE V

GENERAL PROVISIONS

5.1 Fiscal Year. Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall begin on the first day of February of each year and end on the last day of January in each year.

5.2 Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board.

5.3 Waiver of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

5.4 Voting of Securities. Except as the Board may otherwise designate, the Chief Executive Officer, the President or the Treasurer may waive notice, vote, consent, or appoint any person or persons to waive notice, vote or consent, on behalf of the Corporation, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) with respect to, the securities of any other entity which may be held by this Corporation.

5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.6 Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and/or restated and in effect from time to time.

5.7 Severability. Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.

5.8 Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

5.9 Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE VI

AMENDMENTS

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the Whole Board or by the stockholders as expressly provided in the Certificate of Incorporation.

ARTICLE VII

INDEMNIFICATION AND ADVANCEMENT

7.1 Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

7.2 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 7.3, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such

action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

7.3 Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

7.4 Good Faith Defined. For purposes of any determination under Section 7.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on good faith reliance on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 7.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 7.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 7.1 or 7.2, as the case may be.

7.5 Right of Claimant to Bring Suit. Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if a claim under Sections 7.1 or 7.2 of the Article VII is not paid in full by the Corporation within (i) ninety (90) days after a written claim for indemnification has been received by the Corporation, or (ii) thirty (30) days after a written claim for an advancement of expenses has been received by the Corporation, the claimant may at any time thereafter (but not before) bring suit against the Corporation in the Court of Chancery in the State of Delaware to

recover the unpaid amount of the claim, together with interest thereon, or to obtain advancement of expenses, as applicable. It shall be a defense to any such action brought to enforce a right to indemnification (but not in an action brought to enforce a right to an advancement of expenses) that the claimant has not met the standards of conduct which make it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither a contrary determination in the specific case under Section 7.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the claimant has not met any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the fullest extent permitted by applicable law.

7.6 Expenses Payable in Advance. Expenses, including without limitation attorneys’ fees, incurred by a current or former director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such current or former director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VII.

7.7 Nonexclusivity of Indemnification and Advancement of Expenses. The rights to indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that, subject to Section 7.11, indemnification of the persons specified in Sections 7.1 and 7.2 shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Section 7.1 or 7.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

7.8 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VII.

7.9 Certain Definitions. For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent

corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VII, references to “fines” shall include any excise taxes assessed on a person with respect of any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

7.10 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.11 Limitation on Indemnification. Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 7.5), the Corporation shall not be obligated to indemnify any director, officer, employee or agent in connection with an action, suit or proceeding (or part thereof):

(a) for which payment has actually been made to or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid;

(b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements);

(c) for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the corporation, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Sarbanes-Oxley Act), if such person is held liable therefor (including pursuant to any settlement arrangements);

(d) initiated by such person, including any action, suit or proceeding (or part thereof) initiated by such person against the Corporation or its directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the action, suit or proceeding (or relevant part thereof) prior to its initiation, (ii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, (iii) otherwise required to be made under Section 7.5 or (iv) otherwise required by applicable law; or

(e) if prohibited by applicable law.

7.12 Contract Rights. The obligations of the Corporation under this Article VII to indemnify, and advance expenses to, a person who is or was a director or officer of the Corporation shall be considered a contract between the Corporation and such person, and no modification or repeal of any provision of this Article VII shall affect, to the detriment of such person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.

EX-4.1 5 d541293dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

LOGO

VS INCORPORATED UNDER THE CUSIP 922475 10 8 LAWS OF THE STATE SEE REVERSE FOR CERTAIN DEFINITIONS OF DELAWARE This certifies that BY: AMERICAN COUNTERSIGNED is the record holder of STOCK (NEW AND FULLY PAID AND NONASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.00001 PAR VALUE, OFYORK, VEEVA SYSTEMS INC. transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this Certificate properly TRANSFER NY) endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.TRUST& REGISTERED: WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: AUTHORIZED AND SYSTETRANSFERCOMPANY, M A POR S V R AT I E O E LLC E C N C PRESIDENT V . SECRETARY SIGNATURE REGISTRARAGENT SEAL JANUARY 12,

LOGO

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation’s Secretary at the principal office of the Corporation. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM – as tenants in common UNIF GIFT MIN ACT – Custodian TEN ENT – as tenants by the entireties (Cust) (Minor) JT TEN – as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in common (State) COM PROP – as community property UNIF TRF MIN ACT – Custodian (until age ) (Cust) under Uniform Transfers (Minor) to Minors Act (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) shares of the capital stock represented by within Certificate, and do hereby irrevocably constitute and appoint attorney-in-fact to transfer the said stock on the books of the within named Corporation with full power of the substitution in the premises. Dated X X Signature(s) Guaranteed: NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. By THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. SIGNATURE GUARANTEES MUST NOT BE DATED.

EX-10.1 6 d541293dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of , is made by and between Veeva Systems Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s Subsidiaries, Affiliates or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation of such representatives;

B. The members of the Board of Directors of the Company (the “Board”) have concluded that to retain and attract talented and experienced individuals to serve as representatives of the Company and its Subsidiaries and Affiliates and to encourage such individuals to take the business risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary for the Company to contractually indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates, and to assume for itself maximum liability for Expenses and Other Liabilities in connection with claims against such representatives in connection with their service to the Company and its Subsidiaries and Affiliates;

C. Section 145 of the Delaware General Corporation Law (“Section 145”), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides that the indemnification provided thereby is not exclusive; and

D. The Company desires and has requested Indemnitee to serve or continue to serve as a representative of the Company and/or the Subsidiaries or Affiliates of the Company free from undue concern about inappropriate claims for damages arising out of or related to such services to the Company and/or the Subsidiaries or Affiliates of the Company.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

(a) Affiliate. For purposes of this Agreement, “Affiliate” of the Company means any corporation, partnership, limited liability company, joint venture, trust or other enterprise in respect of which Indemnitee is or was or will be serving as a director, officer, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s

governing body (whether constituted as a board of directors, board of managers, general partner or otherwise), fiduciary, deemed fiduciary, or in any other similar capacity at the request, election or direction of the Company, and including, but not limited to, any employee benefit plan of the Company or a Subsidiary or Affiliate of the Company.

(b) Domestic Partner. For purposes of this Agreement, “Domestic Partner” means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law or under the provisions of any formal program established by the Company.

(c) Change in Control. For purposes of this Agreement, “Change in Control” means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Subsidiary, is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s then outstanding capital stock, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 80% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

(d) Expenses. For purposes of this Agreement, “Expenses” means (i) all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs), paid or incurred by Indemnitee in connection with either the investigation, defense or appeal of, or being a witness in, a Proceeding (as defined below), or establishing or enforcing a right to indemnification or any other rights, including the right to the advancement of legal fees, under this Agreement, Section 145 or otherwise, including without limitation the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent; and (ii) any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement; provided, however, that Expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of a Proceeding.

(e) Indemnifiable Event. For purposes of this Agreement, “Indemnifiable Event” means any event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate in any capacity as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity, regardless of whether any such event or occurrence occurred before or after the effective date of this Agreement.

(f) Indemnifiable Person. For the purposes of this Agreement, “Indemnifiable Person” means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company. For purposes of this agreement, the estates, heirs, legal representatives, assigns, spouses and Domestic Partners of an Indemnifiable Person shall be considered Indemnifiable Persons; however, such estates, heirs, legal representatives, assigns, spouses and Domestic Partners are entitled to Expenses and Other Liabilities arising solely out of their status as such and, in the case of a spouse or Domestic Partner, where the Proceeding seeks damages from marital community property, jointly held property or property transferred from the Insured Person to the spouse or Domestic Partner.

(g) Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee.

(h) Other Liabilities. For purposes of this Agreement, “Other Liabilities” means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).

(i) Proceeding. For the purposes of this Agreement, “Proceeding” means (i) any threatened, pending, or completed claim, demand, action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution; and (ii) any inquiry or investigation, whether made, instituted or conducted by the Company or any other party, including without limitation any federal, state or other governmental entity, that Indemnitee reasonably concludes might lead to the institution of any such claim, demand, action, suit or other proceeding. A “Proceeding” also means any appeal of any of the foregoing.

(j) Subsidiary. For purposes of this Agreement, “Subsidiary” means any entity of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company.

2. Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Indemnifiable Person in the capacity or capacities in which Indemnitee currently serves the Company as an Indemnifiable Person, and any additional capacity in which Indemnitee may agree to serve, until such time as Indemnitee’s service in a particular capacity shall end

according to the terms of an agreement, the Company’s Certificate of Incorporation or Bylaws, governing law, or otherwise. Nothing contained in this Agreement is intended to create any right to continued employment or other form of service for the Company or a Subsidiary or Affiliate of the Company by Indemnitee.

3. Mandatory Indemnification.

(a) Agreement to Indemnify. In the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent permitted by the provisions of the Company’s Bylaws and the Delaware General Corporation Law (“GCL”), as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Bylaws or the GCL permitted prior to the adoption of such amendment).

(b) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification for Expenses and Other Liabilities provided by a third party (“Other Indemnitor”). The Company agrees with Indemnitee that the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable rights to contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder.

(c) Obligation to Indemnify. Subject to the Company’s obligation to reimburse Other Indemnitors, as set forth in Section 3(b), the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise), fiduciary, deemed fiduciary, or in any other similar capacity, of any other corporation, partnership, limited liability company, joint venture, trust or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

4. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company’s Bylaws or the GCL. In any review or Proceeding to determine the extent of indemnification, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which were not successfully resolved.

5. Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement.

6. Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s Certificate of Incorporation or Bylaws and the GCL. No other undertaking shall be required, and advances shall be made without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon.

7. Notice and Other Indemnification Procedures.

(a) Notification. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification or advancement of Expenses with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. However, a failure so to notify the Company promptly following Indemnitee’s receipt of such notice shall not relieve the Company from any liability that it may have to Indemnitee except and only to the extent that the Company is materially prejudiced in its defense of such Proceeding as a result of such failure.

(b) Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies.

(c) Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, the fees and expenses of Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. Notwithstanding anything in this agreement to the contrary, Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with any Proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice, and counseling capacity and does not otherwise materially control or participate in the defense of such Proceeding; provided, however, that Indemnitee must choose his or her own counsel from three options provided to the Indemnitee by the Company.

(d) Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of Indemnitee for amounts paid in

settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding, provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

8. Determination of Right to Indemnification.

(a) Success on the Merits or Otherwise. To the extent that Indemnitee has been successful (on the merits or otherwise) in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith and Other Liabilities. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful in defense of such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion, by clear and convincing evidence.

(b) Indemnification in Other Situations. In the event that Section 8(a) is inapplicable or in the event that any Proceeding to which Indemnitee is a party is resolved by adverse judgment against Indemnitee, the Company shall also indemnify Indemnitee for Expenses actually and reasonably incurred in connection therewith and Other Liabilities if Indemnitee has not failed to meet the applicable standard of conduct for indemnification pursuant to the GCL.

(c) Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct pursuant to the GCL shall be decided, and such election will be made from among the following:

(i) Those members of the Board who are Independent Directors even though less than a quorum;

(ii) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or

(iii) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel shall make such determination in a written opinion.

If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of independent counsel as the forum.

The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control, the Reviewing Party shall be Independent Counsel selected in the manner provided in (iii) above.

(d) As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s choice of forum pursuant to Section 8(c) above, the Company and Indemnitee shall each submit to the Reviewing Party such information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, but in no event later than thirty (30) days following the receipt of all such information. If the Reviewing Party shall not have made a determination within thirty (30) days after the receipt of all such information, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct pursuant to the GCL, provided that the time by which the Reviewing Party must reach a decision may be extended by mutual agreement of the Company and Indemnitee. All Expenses associated with the process set forth in this Section 8(d), including but not limited to the Expenses of the Reviewing Party, shall be paid by the Company.

(e) Delaware Court of Chancery. Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled to indemnification with respect to a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery, for the purpose of enforcing Indemnitee’s right to indemnification pursuant to the provisions of this Agreement, the Company’s Certificate of Incorporation or Bylaws or the GCL.

(f) Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any submission, hearing or Proceeding under this Section 8 involving Indemnitee and against all Expenses and Other Liabilities incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous or made in bad faith.

(g) Determination of “Good Faith”. For purposes of any determination of whether Indemnitee acted in “good faith” or acted in “bad faith,” Indemnitee shall be deemed to have acted in good faith or not acted in bad faith if in taking or failing to take the action in question Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate, including financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of the Company or a Subsidiary or Affiliate in the course of their duties, or on the advice of legal counsel for the Company or a Subsidiary or Affiliate, or on information or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified public accountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliate, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, or to advancement of expenses, the Reviewing Party or court shall presume that Indemnitee has

satisfied the applicable standard of conduct pursuant to the GCL and is entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be on the Company to establish, by clear and convincing evidence, that Indemnitee is not so entitled. The provisions of this Section 8(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failures to act, of any other person serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person, or the Company itself, shall not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.

9. Exceptions. Any other provision herein to the contrary notwithstanding:

(a) Claims Initiated by Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (1) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s Certificate of Incorporation or Bylaws, any other statute or law, as permitted under Section 145, or otherwise, (2) where the Board has consented to the initiation of such Proceeding, or (3) with respect to Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or otherwise, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

(b) Actions Based on Federal Statutes Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of (i) any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act). Notwithstanding any of the foregoing, (i) Indemnitee is entitled to receive advancement of Expenses for the defense of any Proceeding referenced in subsections (i) or (ii) above; and (ii) if Indemnitee is required to make a payment in a Proceeding described in subsection (ii), and no court in any such Proceeding has found that Indemnitee personally engaged in acts or omissions outside the scope of indemnification, Indemnitee shall not be required to repay such advancement of Expenses; or

(c) Unlawful Indemnification. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification is prohibited by law as determined in a final adjudication not subject to further appeal.

10. Non-exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and to acts or omissions in another capacity while serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs, executors and administrators of Indemnitee.

11. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

12. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) and except as expressly provided herein, no such waiver shall constitute a continuing waiver.

13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. In the event of a Change in Control, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance, including directors’ and officers’ liability, fiduciary, and employment practices insurance, in respect of Indemnitee, for a period of six years thereafter, on terms with respect to the coverage and amounts no less favorable than those of such insurance policies in effect prior to the Change in Control. The insurance to be placed pursuant to this Section 13 shall be placed by the Company’s then current insurance broker, or another nationally recognized insurance broker.

14. Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and a receipt is provided by the party to whom such communication is delivered, (ii) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form accompanying delivery through the U.S. mail, (iii) personal service by a process server, or (iv) delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions of this Section 14. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of the Company’s General Counsel.

15. No Presumptions. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company, or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Section 8(e) of this Agreement shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has failed to meet any particular standard of conduct or did not have any particular belief or is not entitled to indemnification under applicable law or otherwise.

16. Survival of Rights. The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s heirs, executors and administrators.

17. Subrogation and Contribution.

(a) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Other Indemnitors), who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

(b) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

18. Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

20. Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

21. Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely with Delaware.

22. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement.

23. Integration; Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements between the parties relating to the subject matter contained in this Agreement.

The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.


VEEVA SYSTEMS INC.

By:
Its:

INDEMNITEE:


[Name]


Address:

EX-10.4 7 d541293dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

VEEVA SYSTEMS INC.

2013 EQUITY INCENTIVE PLAN

ADOPTED ON AUGUST 21, 2013

VEEVA SYSTEMS INC.

2013 EQUITY INCENTIVE PLAN

ARTICLE 1. INTRODUCTION.

The Board adopted the Plan to become effective immediately, although no Awards may be granted prior to the IPO Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Service Providers to focus on critical long-range corporate objectives, (b) encouraging the attraction and retention of Service Providers with exceptional qualifications and (c) linking Service Providers directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute ISOs or NSOs), SARs, Restricted Shares, Stock Units and Performance Cash Awards.

ARTICLE 2. ADMINISTRATION.

2.1 General. The Plan may be administered by the Board or one or more Committees. Each Committee shall have the authority and be responsible for such functions as have been assigned to it.

2.2 Section 162(m). To the extent an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m), the Plan will be administered by a Committee of two or more “outside directors” within the meaning of Code Section 162(m).

2.3 Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a Committee of two or more “non-employee directors” within the meaning of Exchange Act Rule 16b-3.

2.4 Powers of Administrator. Subject to the terms of the Plan, and in the case of a Committee, subject to the specific duties delegated to the Committee, the Administrator shall have the authority to (a) select the Service Providers who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) determine whether and to what extent any Performance Goals have been attained, (d) interpret the Plan and Awards granted under the Plan, (e) make, amend and rescind rules relating to the Plan and Awards granted under the Plan, including rules relating to sub-plans established for the purposes of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales, and (g) make all other decisions relating to the operation of the Plan and Awards granted under the Plan.

2.5 Effect of Administrator’s Decisions. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.

2.6 Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions).

ARTICLE 3. SHARES AVAILABLE FOR GRANTS.

3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed the sum of (a) the number of Common Shares reserved under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) that are not issued or subject to outstanding awards under the 2012 Plan on the IPO Date, (b) any Common Shares subject to outstanding options under the 2012 Plan and the Company’s 2007 Stock Plan (collectively, the “Predecessor Plans”) on the IPO Date that subsequently expire or lapse unexercised and Common Shares issued pursuant to awards granted under the Predecessor Plans that are outstanding on the IPO Date and that are subsequently forfeited to or repurchased by the Company and (c) the additional Common Shares described in Sections 3.2 and 3.3; provided, however, that no more than 30,789,290 Common Shares, in the aggregate, shall be added to the Plan pursuant to clauses (a) and (b). The number of Common Shares that are subject to Stock Awards outstanding at any time under the Plan may not exceed the number of Common Shares that then remain available for issuance under the Plan. The numerical limitations in this Section 3.1 shall be subject to adjustment pursuant to Article 9.

3.2 Annual Increase in Shares. As of the first business day of each fiscal year of the Company during the term of the Plan, commencing on February 1, 2014, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a number equal to the least of (a) 5% of the total number of shares of all classes of the Company’s common stock actually issued and outstanding on the last business day of the prior fiscal year (excluding any rights to purchase Common Shares that may be outstanding, such as options or warrants), (b) 13,750,000 Common Shares (subject to adjustment pursuant to Article 9), or (c) a number of Common Shares determined by the Board.

3.3 Shares Returned to Reserve. To the extent that Options, SARs or Stock Units are forfeited or expire for any other reason before being exercised or settled in full, the Common Shares subject to such Options, SARs or Stock Units shall again become available for issuance under the Plan. If SARs are exercised or Stock Units are settled, then only the number of Common Shares (if any) actually issued to the Participant upon exercise of such SARs or settlement of such Stock Units, as applicable, shall reduce the number available under Section 3.1 and the balance shall again become available for issuance under the Plan. If Restricted Shares or Common Shares issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such Common Shares shall again become available for issuance under the Plan. Common Shares applied to pay the Exercise Price of Options or to satisfy tax withholding obligations related to any Award shall again become available for issuance under the Plan. To the extent that an Award is settled in cash rather than Common Shares, the cash settlement shall not reduce the number of Shares available for issuance under the Plan.

3.4 Awards Not Reducing Share Reserve in Section 3.1. Any dividend equivalents paid or credited under the Plan with respect to Stock Units shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock Units. In addition, Common Shares subject to Substitute Awards granted by the Company shall not reduce the number of Common Shares that may be issued under Section 3.1, nor shall shares subject to Substitute Awards again be available for Awards under the Plan in the event of any forfeiture, expiration or cash settlement of such Substitute Awards.

3.5 Code Section 162(m) and 422 Limits. Subject to adjustment in accordance with Article 9:

(a) The aggregate number of Common Shares subject to Options and SARs that may be granted under this Plan during any fiscal year to any one Participant shall not exceed 6,800,000;

(b) The aggregate number of Common Shares subject to Restricted Share awards and Stock Units that may be granted under this Plan during any fiscal year to any one Participant shall not exceed 3,500,000;

(c) No Participant shall be paid more than $2,000,000 in cash in any fiscal year pursuant to Performance Cash Awards granted under the Plan; and

(d) No more than 30,789,290 Common Shares plus the additional Common Shares described in Section 3.2 may be issued under the Plan upon the exercise of ISOs.

ARTICLE 4. ELIGIBILITY.

4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the additional requirements set forth in Code Section 422(c)(5) are satisfied.

4.2 Other Awards. Awards other than ISOs may only be granted to Service Providers.

ARTICLE 5. OPTIONS.

5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is intended to be an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, which number shall adjust in accordance with Article 9.

5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to an Option that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A and, if applicable, Code Section 424(a).

5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become vested and/or exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that, except to the extent necessary to comply with applicable foreign law, the term of an Option shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated vesting and/or exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service.

5.5 Death of Optionee. After an Optionee’s death, any vested and exercisable Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable Options held by the Optionee may be exercised by his or her estate.

5.6 Modification or Assumption of Options. Within the limitations of the Plan, the Administrator may modify, reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair his or her rights or obligations under such Option.

5.7 Buyout Provisions. The Administrator may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Administrator shall establish.

5.8 Payment for Option Shares. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in its sole discretion and to the extent permitted by applicable law, accept payment of all or a portion of the Exercise Price through any one or a combination of the following forms or methods:

(a) Subject to any conditions or limitations established by the Administrator, by surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee with a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Common Shares as to which such Option will be exercised;

(b) By delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company;

(c) Subject to such conditions and requirements as the Administrator may impose from time to time, through a net exercise procedure; or

(d) Through any other form or method consistent with applicable laws, regulations and rules.

ARTICLE 6. STOCK APPRECIATION RIGHTS.

6.1 SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.

6.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains, which number shall adjust in accordance with Article 9.

6.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to a SAR that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A.

6.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become vested and exercisable. The SAR Agreement shall also specify the term of the SAR; provided that except to the extent necessary to comply with applicable foreign law, the term of a SAR shall not exceed 10 years from the date of grant. A SAR Agreement may provide for accelerated vesting and exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service.

6.5 Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon exercise of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is less than the Fair Market Value on such

date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date.

6.6 Death of Optionee. After an Optionee’s death, any vested and exercisable SARs held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable SARs held by the Optionee at the time of his or her death may be exercised by his or her estate.

6.7 Modification or Assumption of SARs. Within the limitations of the Plan, the Administrator may modify, reprice, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Optionee, impair his or her rights or obligations under such SAR.

ARTICLE 7. RESTRICTED SHARES.

7.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.

7.2 Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of other equity awards, full-recourse promissory notes, past services and future services, and such other methods of payment as are permitted by applicable law.

7.3 Vesting Conditions. Each Award of Restricted Shares may or may not be subject to vesting and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. Such conditions, at the Administrator’s discretion, may include one or more Performance Goals. A Restricted Stock Agreement may provide for accelerated vesting upon certain specified events.

7.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the shares

subject to the Stock Award with respect to which the dividends were paid. In addition, unless the Administrator provides otherwise, if any dividends or other distributions are paid in Common Shares, such Common Shares shall be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.

ARTICLE 8. STOCK UNITS.

8.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical.

8.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.

8.3 Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting, as determined by the Administrator. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. Such conditions, at the Administrator’s discretion, may include one or more Performance Goals. A Stock Unit Agreement may provide for accelerated vesting upon certain specified events.

8.4 Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, Stock Units awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the Stock Units to which they attach.

8.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) Common Shares, (b) cash or (c) any combination of both, as determined by the Administrator. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors, including Performance Goals. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days. Vested Stock Units shall be settled in such manner and at such time(s) as specified in the Stock Unit Agreement. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 9.

8.6 Death of Recipient. Any Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Stock Units under the Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s estate.

8.7 Modification or Assumption of Stock Units. Within the limitations of the Plan, the Administrator may modify or assume outstanding stock units or may accept the cancellation of outstanding stock units (whether granted by the Company or by another issuer) in return for the grant of new Stock Units for the same or a different number of shares or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a Stock Unit shall, without the consent of the Participant, impair his or her rights or obligations under such Stock Unit.

8.8 Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.

ARTICLE 9. ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS.

9.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Common Shares effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made to the following:

(a) The number and kind of shares available for issuance under Article 3, including the numerical share limits in Sections 3.1, 3.2 and 3.5;

(b) The number and kind of shares covered by each outstanding Option, SAR and Stock Unit; or

(c) The Exercise Price applicable to each outstanding Option and SAR, and the repurchase price, if any, applicable to Restricted Shares.

In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Administrator may make such adjustments as it, in its sole discretion, deems appropriate to the foregoing.

Any adjustment in the number of shares subject to an Award under this Article 9 shall be rounded down to the nearest whole share, although the Administrator in its sole discretion may make a cash payment in lieu of a fractional share. Except as provided in this Article 9, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

9.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

9.3 Corporate Transactions. In the event that the Company is a party to a merger, consolidation, or a Change in Control (other than one described in Section 14.5(d)), all Common Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or portions thereof) in an identical manner. Unless an Award Agreement provides otherwise, the treatment specified in the transaction agreement or by the Administrator may include (without limitation) one or more of the following with respect to each outstanding Award:

(a) The continuation of such outstanding Award by the Company (if the Company is the surviving entity);

(b) The assumption of such outstanding Award by the surviving entity or its parent, provided that the assumption of an Option or a SAR shall comply with applicable tax requirements;

(c) The substitution by the surviving entity or its parent of an equivalent award for such outstanding Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of an Option or a SAR shall comply with applicable tax requirements;

(d) The cancellation of the unvested portion (after taking into account any vesting occurring at or prior to the effective time of the transaction) of any such outstanding Award without payment of any consideration;

(e) The cancellation of such Award and a payment to the Participant with respect to each share subject to the portion of the Award that is vested or becomes vested as of the effective time of the transaction equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over (if applicable) (B) the per-share Exercise Price of such Award (such excess, if any, the “Spread”). Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares, but only to the extent the application of such provisions does not adversely affect the status of the Award as exempt from Code Section 409A. If the Spread applicable to an Award (whether or not vested) is zero or a negative number, then the Award may be cancelled without making a payment to the

Participant. In the event that a Stock Unit is subject to Code Section 409A, the payment described in this clause (e) shall be made on the settlement date specified in the applicable Stock Unit Agreement, provided that settlement may be accelerated in accordance with Treasury Regulation Section 1.409A-3(j)(4); or

(f) The assignment of any reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such reacquisition or repurchase rights.

If (I) the Company is subject to a transaction described in this Section 9.3 before a Participant’s continuous Service terminates and (II) an outstanding Award is not continued, assumed or substituted in accordance with clause (a), (b) or (c) above, then a Participant who is entitled under an Award agreement, employment agreement or Company policy to vesting acceleration (a “Vesting Arrangement”) that could be triggered as of a date following the effective time of the transaction as a result of a qualifying termination of Service shall be deemed to be vested, to the extent provided in the relevant Vesting Arrangement, as if all triggering events had occurred as of the effective time of the transaction with respect to any such unvested Award that would otherwise terminate at or immediately prior to the effective time irrespective of whether or not a qualifying Service termination has occurred. It is intended that the previous sentence shall apply to Participants whose Vesting Arrangement provides for “double trigger” vesting acceleration and such Participants could be subjected to a Service termination triggering the acceleration after closing of the transaction at a time when the unvested portion of an Award will no longer exist.

Any action taken under this Section 9.3 shall either preserve an Award’s status as exempt from Code Section 409A or comply with Code Section 409A.

ARTICLE 10. OTHER AWARDS.

10.1 Performance Cash Awards. A Performance Cash Award is a cash award that may be granted subject to the attainment of specified Performance Goals during a Performance Period. A Performance Cash Award may also require the completion of a specified period of continuous Service. The length of the Performance Period, the Performance Goals to be attained during the Performance Period, and the degree to which the Performance Goals have been attained shall be determined conclusively by the Administrator. Each Performance Cash Award shall be set forth in a written agreement or in a resolution duly adopted by the Administrator which shall contain provisions determined by the Administrator and not inconsistent with the Plan. The terms of various Performance Cash Awards need not be identical.

10.2 Awards Under Other Plans. The Company may grant awards under other plans or programs. Such awards may be settled in the form of Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Common Shares available under Article 3.

ARTICLE 11. LIMITATION ON RIGHTS.

11.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a Service Provider. The Company and its Parents and Subsidiaries reserve the right to terminate the Service of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).

11.2 Stockholders’ Rights. Except as set forth in Sections 7.4 or 8.4 above, a Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.

11.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained.

11.4 Transferability of Awards. The Administrator may, in its sole discretion, permit transfer of an Award in a manner consistent with applicable law. Unless otherwise determined by the Administrator, Awards shall be transferable by a Participant only by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution. An ISO may only be transferred by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative.

11.5 Other Conditions and Restrictions on Common Shares. Any Common Shares issued under the Plan shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued under the Plan shall be subject to such conditions and restrictions imposed either by applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage.

ARTICLE 12. TAXES.

12.1 General. It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with any Award granted under the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan unless such obligations are satisfied.

12.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued on the date when they are withheld or surrendered. Any payment of taxes by assigning Common Shares to the Company may be subject to restrictions including any restrictions required by SEC, accounting or other rules.

12.3 Section 162(m) Matters. The Administrator, in its sole discretion, may determine whether an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m). The Administrator may grant Awards that are based on Performance Goals but that are not intended to qualify as performance-based compensation. With respect to any Award that is intended to qualify as performance-based compensation, the Administrator shall designate the Performance Goal(s) applicable to, and the formula for calculating the amount payable under, an Award within 90 days following commencement of the applicable Performance Period (or such earlier time as may be required under Code Section 162(m)), and in any event at a time when achievement of the applicable Performance Goal(s) remains substantially uncertain. Prior to the payment of any Award that is intended to constitute performance-based compensation, the Administrator shall certify in writing whether and the extent to which the Performance Goal(s) were achieved for such Performance Period. The Administrator shall have the right to reduce or eliminate (but not to increase) the amount payable under an Award that is intended to constitute performance-based compensation.

12.4 Section 409A Matters. Except as otherwise expressly set forth in an Award Agreement, it is intended that Awards granted under the Plan either be exempt from, or comply with, the requirements of Code Section 409A. To the extent an Award is subject to Code Section 409A (a “409A Award”), the terms of the Plan, the Award and any written agreement governing the Award shall be interpreted to comply with the requirements of Code Section 409A so that the Award is not subject to additional tax or interest under Code Section 409A, unless the Administrator expressly provides otherwise. A 409A Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to Code Section 409A(a)(1).

12.5 Limitation on Liability. Neither the Company nor any person serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.

ARTICLE 13. FUTURE OF THE PLAN.

13.1 Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to approval of the Company’s stockholders under Section 13.3 below. The Plan shall terminate automatically 10 years after the later of (a) the date when the Board adopted the Plan or (b) the date when the Board approved the most recent increase in the number of Common Shares reserved under Article 3 that was also approved by the Company’s stockholders.

13.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan.

13.3 Stockholder Approval. To the extent required by applicable law, the Plan will be subject to the approval of the Company’s stockholders within 12 months of its adoption date. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.

ARTICLE 14. DEFINITIONS.

14.1 “Administrator” means the Board or any Committee administering the Plan in accordance with Article 2.

14.2 “Award” means any award granted under the Plan, including as an Option, a SAR, a Restricted Share, a Stock Unit or a Performance Cash Award.

14.3 “Award Agreement” means a Stock Option Agreement, an SAR Agreement, a Restricted Stock Agreement, a Stock Unit Agreement or such other agreement evidencing an Award granted under the Plan.

14.4 “Board” means the Company’s Board of Directors, as constituted from time to time.

14.5 “Change in Control” means:

(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities;

(b) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(c) The consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or

(d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.

14.6 “Code” means the Internal Revenue Code of 1986, as amended.

14.7 “Committee” means a committee of one or more members of the Board, or of other individuals satisfying applicable laws, appointed by the Board to administer the Plan.

14.8 “Common Share” means one share of the Class A common stock of the Company. For purposes of Section 3.1, the Common Shares that may be added to the Plan from the Predecessor Plans shall refer to shares of Class B common stock remaining available under the Predecessor Plans or subject to awards granted under the Predecessor Plans; provided, however, that such shares of Class B common stock will become shares of Class A common stock for purposes of Awards granted pursuant to the Plan and that no Awards in respect of Class B common stock shall be granted under this Plan.

14.9 “Company” means Veeva Systems Inc., a Delaware corporation.

14.10 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent or a Subsidiary as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

14.11 “Employee” means a common-law employee of the Company, a Parent or a Subsidiary.

14.12 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

14.13 “Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR.

14.14 “Fair Market Value” means the closing price of a Common Share on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Administrator deems reliable. If Common Shares are not traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all persons.

14.15 “IPO Date” means the effective date of the registration statement filed by the Company with the Securities and Exchange Commission for its initial offering of Common Shares to the public.

14.16 “ISO” means an incentive stock option described in Code Section 422(b).

14.17 “NSO” means a stock option not described in Code Sections 422 or 423.

14.18 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares.

14.19 “Optionee” means an individual or estate holding an Option or SAR.

14.20 “Outside Director” means a member of the Board who is not an Employee.

14.21 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

14.22 “Participant” means an individual or estate holding an Award.

14.23 “Performance Cash Award” means an award of cash granted under Section 10.1 of the Plan.

14.24 “Performance Goal” means a goal established by the Administrator for the applicable Performance Period based on one or more of the performance criteria set forth in Appendix A. Depending on the performance criteria used, a Performance Goal may be expressed in terms of overall Company performance or the performance of a business unit,

division, Subsidiary or an individual. A Performance Goal may be measured either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices. The Administrator may adjust the results under any performance criterion to exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary, unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings, or (g) statutory adjustments to corporate tax rates; provided, however, that if an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m), such adjustment(s) shall only be made to the extent consistent with Code Section 162(m).

14.25 “Performance Period” means a period of time selected by the Administrator over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to a Performance Cash Award or an Award of Restricted Shares or Stock Units that vests based on the achievement of Performance Goals. Performance Periods may be of varying and overlapping duration, at the discretion of the Administrator.

14.26 “Plan” means this Veeva Systems Inc. 2013 Equity Incentive Plan, as amended from time to time.

14.27 “Restricted Share” means a Common Share awarded under the Plan.

14.28 “Restricted Stock Agreement” means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

14.29 “SAR” means a stock appreciation right granted under the Plan.

14.30 “SAR Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR.

14.31 “Securities Act” means the Securities Act of 1933, as amended.

14.32 “Service” means service as an Employee, Outside Director or Consultant.

14.33 “Service Provider” means any individual who is an Employee, Outside Director or Consultant.

14.34 “Stock Award” means any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan.

14.35 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.

14.36 “Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.

14.37 “Stock Unit Agreement” means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit.

14.38 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

14.39 “Substitute Awards” means Awards or Common Shares issued by the Company in assumption of, or substitution or exchange for, Awards previously granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company with which the Company combines to the extent permitted by NASDAQ Marketplace Rule 5635 or any successor thereto.

APPENDIX A

PERFORMANCE CRITERIA

The Administrator may establish Performance Goals derived from one or more of the following criteria when it makes Awards of Restricted Shares or Stock Units that vest entirely or in part on the basis of performance or when it makes Performance Cash Awards:



• Annual contract subscription fee value (net of associated third party royalties/payments or gross)		• Bookings (annual or total contract value)

• Calculated bookings (i.e., revenue plus change in short term deferred revenue)		• Cash flow and free cash flow

• Cash margin		• Cash position

• Collections		• Committed annual recurring revenue (CARR)

• Consulting utilization rates		• Costs of goods sold

• Customer renewals (measured in terms of revenue or customer count)		• Customer retention rates from an acquired company, business unit or division

• Customer satisfaction or customer referenceability		• Deferred revenue

• DSO		• Earnings per share

• Gross margin		• Headcount

• Internal rate of return		• Margin contribution

• Market share		• Net income

• Net income after tax		• Net income before tax

• Net income before interest and tax		• Net income before interest, tax, depreciation and amortization

• Operating cash flow		• Operating expenses

• Operating income		• Operating margin

• Personnel retention or personnel hiring measures		• Product defect measures



• Product release timelines		• Product or research and development related measures

• Return on assets		• Return on capital

• Return on equity		• Return on investment and cash flow return on investment

• Return on sales		• Revenue

• Revenue backlog		• Revenue conversion from an acquired company, business unit or division

• Revenue per employee		• Sales results

• Stock price		• Stock performance

• Technical system performance measures (e.g., system availability)		• Technical support incident measures

• Total stockholder return		• Working capital

• To the extent that an Award is not intended to comply with Code Section 162(m), other measures of performance selected by the Administrator

Any criteria used may be:

•

Measured in absolute terms or on a per share basis

•

Measured in terms of growth or as a percentage or percentage change

•

Compared to another company or companies (including relative to a peer group or index)

•

Measured against the market as a whole and/or according to applicable market indices

•

Measured against the performance of the Company as a whole or a segment of the Company or a particular product line, line of business or geography

•

Measured on a pre-tax or post-tax basis (if applicable)

•

Measured on a GAAP or non-GAAP basis, as established by the administrator in advance.

The attainment of performance goals may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. Performance criteria may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external measure of the selected performance criteria. To the extent consistent with Code Section 162(m), the Administrator may adjust the results under any performance criterion to exclude any of the following events that occurs during a performance measurement period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs and (e) any extraordinary, unusual or non-recurring items.

VEEVA SYSTEMS INC.

2013 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT

You have been granted the following option to purchase shares of the Class A common stock of Veeva Systems Inc. (the “Company”):


Name of Optionee:		«Name»

Total Number of Shares:		«TotalShares»

Type of Option:		«ISO» Incentive Stock Option «NSO» Nonstatutory Stock Option

Exercise Price per Share:		$«PricePerShare»

Date of Grant:		«DateGrant»

Vesting Commencement Date:		«VestDay»

Vesting Schedule:		This option vests and becomes exercisable with respect to the first «CliffPercent»% of the shares subject to this option when you complete «CliffPeriod» months of continuous “Service” (as defined in the Plan) from the Vesting Commencement Date. Thereafter, this option vests and becomes exercisable with respect to an additional «Percent»% of the shares subject to this option when you complete each additional month of continuous Service.

Expiration Date:		«ExpDate». This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement, and may terminate earlier in connection with certain corporate transactions as described in Article 9 of the Plan.

You and the Company agree that this option is granted under and governed by the terms and conditions of the Company’s 2013 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, both of which are attached to, and made a part of, this document.

You further agree to accept by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.

You further agree to comply with the Company’s Securities Trading Policy when selling shares of the Company’s common stock.

VEEVA SYSTEMS INC.

2013 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Grant of Option

Subject to all of the terms and conditions set forth in the Notice of Stock Option Grant, this Stock Option Agreement (the “Agreement”) and the Plan, the Company has granted you an option to purchase up to the total number of shares of the Company’s Class A common stock specified in the Notice of Stock Option Grant at the exercise price indicated in the Notice of Stock Option Grant.

All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Notice of Stock Option Grant or the Plan.

Tax Treatment

This option is intended to be an incentive stock option under Section 422 of the Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant. However, even if this option is designated as an incentive stock option in the Notice of Stock Option Grant, it shall be deemed to be a nonstatutory stock option to the extent it does not qualify as an incentive stock option under federal tax law, including under the $100,000 annual limitation under Section 422(d) of the Code.

Vesting

This option vests and becomes exercisable in accordance with the vesting schedule set forth in the Notice of Stock Option Grant.

In no event will this option vest or become exercisable for additional shares after your Service has terminated for any reason.

Term

This option expires in any event at the close of business at Company headquarters on the day before the 10^th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (This option will expire earlier if your Service terminates, as described below, and this option may be terminated earlier as provided in Article 9 of the Plan.)

Termination of Service

If your Service terminates for any reason, this option will expire immediately to the extent the option is unvested as of your termination date and does not vest as a result of your termination of Service. The Company determines when your Service terminates for all purposes of this option.

Regular Termination

If your Service terminates for any reason except death or total and permanent disability, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date three months after your termination date.

Death

If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death.

Disability

If your Service terminates because of your total and permanent disability, then this option will expire at the close of business at Company headquarters on the date 6 months after your termination date.

For all purposes under this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.

Leaves of Absence and Part-Time Work

For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy, or the terms of your leave. However, your Service terminates when the approved leave ends, unless you immediately return to active work; provided, however, if reemployment upon expiration of the approved leave is not guaranteed by statute or contract, then any incentive stock option shall cease to be treated as such and shall instead be treated as a nonstatutory stock option beginning six months following the first day of such leave.

If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule.

Restrictions on Exercise

The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation.

Notice of Exercise

When you wish to exercise this option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many shares you wish to purchase. The notice will be effective when the Company receives it.

However, if you wish to exercise this option by executing a same-day sale (as described below), you must follow the instructions of the Company and the broker who will execute the sale.

If someone else wants to exercise this option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

You may only exercise your option for whole shares.

Form of Payment

When you submit your notice of exercise, you must include payment of the option exercise price for the shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:

•

By delivering to the Company your personal check, a cashier’s check or a money order, or arranging for a wire transfer.

•

By delivering to the Company certificates for shares of Company stock that you own, along with any forms needed to effect a transfer of those shares to the Company. The value of the shares, determined as of the effective date of the option exercise, will be applied to the option exercise price. Instead of surrendering shares of Company stock, you may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the option shares issued to you.

•

By giving to a securities broker approved by the Company irrevocable directions to sell all or part of your option shares and to deliver to the Company, from the sale proceeds, an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) The directions must be given in accordance with the instructions of the Company and the broker. This exercise method is sometimes called a “same-day sale.”

Withholding Taxes

You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. These arrangements include payment in cash. With the Company’s consent, these arrangements may also include (a) payment from the proceeds of the sale of shares through a Company-approved broker, (b) withholding shares of the Company’s Class A common stock that otherwise would be issued to you when you exercise this option with a fair market value no greater than the minimum amount required to be withheld by law, (c) surrendering shares that you previously acquired with a fair market value no greater than the minimum amount required to be withheld by law, or (d) withholding cash from other compensation. The fair market value of withheld or surrendered shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes.

Restrictions on Resale

You agree not to sell any option shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.

Transfer of Option

Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or by means of a written beneficiary designation; provided, however, that your beneficiary or a representative of your estate acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary of the estate were you.

Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way.

Retention Rights

Your option or this Agreement does not give you the right to be retained by the Company, a Parent or a Subsidiary in any capacity. The Company and its Parents and Subsidiaries reserve the right to terminate your Service at any time, with or without cause.

Stockholder Rights

You, or your estate or heirs, have no rights as a stockholder of the Company until you have exercised this option by giving the required notice to the Company, paying the exercise price, and satisfying any applicable withholding taxes. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise this option, except as described in the Plan.

Recoupment Policy

This option, and the shares acquired upon exercise of this option, shall be subject to any Company recoupment policy in effect from time to time.

Adjustments

In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share will be adjusted pursuant to the Plan.

Effect of Significant Corporate Transactions

If the Company is a party to a merger, consolidation, or certain change in control transactions, then this option will be subject to the applicable provisions of Article 9 of the Plan.

Applicable Law

This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions).

The Plan and Other Agreements

The text of the Plan is incorporated in this Agreement by reference.

This Plan, this Agreement and the Notice of Stock Option Grant constitute the entire understanding between you and the Company regarding this option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be amended only by another written agreement between the parties.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE

TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

VEEVA SYSTEMS INC.

2013 EQUITY INCENTIVE PLAN

NOTICE OF STOCK UNIT AWARD

You have been granted stock units representing shares of the Class A common stock of Veeva Systems Inc. (the “Company”) on the following terms:


Name of Recipient:		«Name»

Total Number of Stock Units Granted:		«TotalUnits»

Date of Grant:		«DateGrant»

Vesting Commencement Date:		«VestDay»

Vesting Schedule:		The first «CliffPercent»% of the stock units subject to this award will vest when you complete «CliffPeriod» months of continuous “Service” (as defined in the Plan) after the Vesting Commencement Date. Thereafter, an additional «IncrementPercent»% of the stock units subject to this award will vest when you complete each additional «IncrementPeriod»-month period of continuous Service.

You and the Company agree that these stock units are granted under and governed by the terms and conditions of the Company’s 2013 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement, both of which are attached to, and made a part of, this document.

You further agree to accept by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.

You further agree to cover the applicable withholding taxes as set forth more fully herein. In connection with your receipt of the restricted stock units, you are simultaneously entering into a trading arrangement that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934 (a “10b5-1 Plan”). As of the date of the Stock Unit Agreement, you are not aware of any material nonpublic information concerning the Company or its securities, or, as of the date any sales are effected pursuant to the 10b5-1 Plan, you will not effect such sales on the basis of material nonpublic information about the securities or the Company of which you were aware at the time you entered into the Stock Unit Agreement.

You further agree to comply with the Company’s Securities Trading Policy when selling shares of the Company’s Class A common stock.

VEEVA SYSTEMS INC.

2013 EQUITY INCENTIVE PLAN

STOCK UNIT AGREEMENT

Grant of Units

Subject to all of the terms and conditions set forth in the Notice of Stock Unit Award, this Stock Unit Agreement (the “Agreement”) and the Plan, the Company has granted to you the number of stock units set forth in the Notice of Stock Unit Award.

All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Notice of Stock Unit Award or the Plan.

Payment for Units

No payment is required for the stock units that you are receiving.

Vesting

The stock units vest in accordance with the vesting schedule set forth in the Notice of Stock Unit Award. No additional stock units vest after your Service has terminated for any reason.

Forfeiture

If your Service terminates for any reason, then your stock units will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the termination of your Service. This means that any stock units that have not vested under this Agreement will be cancelled immediately. You receive no payment for stock units that are forfeited. The Company determines when your Service terminates for all purposes of your stock units.

Leaves of Absence and Part-Time Work

For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy, or the terms of your leave. However, your Service terminates when the approved leave ends, unless you immediately return to active work.

If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule.

Settlement of Units

Each stock unit will be settled on the first Permissible Trading Day that occurs on or after the day when the stock unit vests. However, each stock unit must be settled not later than March 15^th of the calendar year following the calendar year in which the stock unit vests.

At the time of settlement, you will receive one share of the Company’s Class A common stock for each vested stock unit. But the Company, at its sole discretion, may substitute an equivalent amount of cash if the distribution of stock is not reasonably practicable due to the requirements of applicable law. The amount of cash will be determined on the basis of the market value of the Company’s Class A common stock at the time of settlement.

No fractional shares will be issued upon settlement.

“Permissible Trading Day”

“Permissible Trading Day” means a day that satisfies each of the following requirements:

•

The New York Stock Exchange is open for trading on that day;

•

You are permitted to sell shares of the Company’s Class A common stock on that day without incurring liability under Section 16(b) of the Securities Exchange Act of 1934, as amended;

•

Either (a) you are not in possession of material non-public information that would make it illegal for you to sell shares of the Company’s Class A common stock on that day under Rule 10b-5 of the Securities and Exchange Commission or (b) Rule 10b5-1 of the Securities and Exchange Commission is applicable;

•

Under the Company’s Securities Trading Policy, you are permitted to sell shares of the Company’s Class A common stock on that day; and

•

You are not prohibited from selling shares of the Company’s Class A common stock on that day by a written agreement between you and the Company or a third party.

Section 409A

This paragraph applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Code Section 409A at the time of your “separation from service,” as defined in Treasury Regulation Section 1.409A-1(h) and it is determined that settlement of these stock units is not exempt from Code Section 409A. If this paragraph applies, then any stock units that otherwise would have been settled during the first six months following your “separation from service” will instead be settled on the first business day following the earlier of (i) the six-month anniversary of your separation from service or (ii) your death, unless the event triggering vesting is an event other than your separation from service.

Each installment of stock units that vests is hereby designated as a separate payment for purposes of Code Section 409A.

Nature of Units

Your stock units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of Class A common stock (or distribute cash) on a future date. As a holder of stock units, you have no rights other than the rights of a general creditor of the Company.

No Voting Rights or Dividends

Your stock units carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your stock units are settled by issuing shares of the Company’s Class A common stock.

Units Nontransferable

You may not sell, transfer, assign, pledge or otherwise dispose of any stock units. For instance, you may not use your stock units as security for a loan.

Beneficiary Designation

You may dispose of your stock units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested stock units that you hold at the time of your death.

Withholding Taxes

No stock certificates or cash will be distributed to you unless you have made arrangements satisfactory to the Company for the payment of any withholding taxes that are due as a result of the vesting or settlement of this award (the “Tax Withholding Obligation”).

In this regard, you authorize the Company, at its sole discretion, to satisfy your Tax Withholding Obligation by one or a combination of the following:

•

Withholding the amount of any Tax Withholding Obligation from your wages or other cash compensation paid to you by the Company.

•

Instructing a brokerage firm selected by the Company for this purpose to sell on your behalf a number of whole shares of the Company’s Class A common stock to be issued to you when the units are settled that the Company determines are appropriate to generate cash proceeds sufficient to satisfy the Tax Withholding Obligation. You acknowledge that the Company or its designee is under no obligation to arrange for such sale at any particular price. Regardless of whether the Company arranges for such sale, you will be responsible for all fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages or expenses relating to any such sale.

•

Withholding shares of the Company’s Class A common stock that would otherwise be issued to you when the units are settled equal in value to the Tax Withholding Obligation. The fair market value of the withheld shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the Tax Withholding Obligation. If the Company satisfies the Tax Withholding Obligation by withholding a number of shares of the Company’s Class A common stock as described above, you are deemed to have been issued the full number of shares subject to the award of restricted share units.

•

Any other means approved by the Company.

You agree to pay to the Company in cash any amount of Tax Withholding Obligation that the Company does not elect to satisfy by the means described above.

To the extent you fail to make satisfactory arrangements for the payment of any required withholding taxes, you will permanently forfeit the applicable stock units.

Rule 10b5-1 Plan

You acknowledge that the instruction to the broker to sell in the foregoing section is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934 (the “Exchange Act”), and to be interpreted to comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1 Plan”). This 10b5-1 Plan is adopted to be effective as of the first date on which the restricted stock units vest. This 10b5-1 Plan is being adopted to permit you to sell a number of shares awarded upon the vesting of restricted stock units sufficient to pay the Tax Withholding Obligation that becomes due as a result of this award or the vesting of the restricted stock units or, if you elect within thirty days following notification via the broker whom the Company has selected for this purpose of your restricted stock unit award, to permit you to sell all of the vested restricted stock units. You hereby appoint the Company as your agent and attorney-in-fact to instruct the broker with respect to the number of shares to be sold under this 10b5-1 Plan.

You hereby authorize the broker to sell the number of shares of the Company’s Class A common stock determined as set forth above and acknowledge that the broker is under no obligation to arrange for such sale at any particular price. You acknowledge that the broker may aggregate your sales with sales occurring on the same day that are effected on behalf of other Company employees pursuant to sales of shares vesting under Company options, restricted share awards or restricted stock unit awards and your proceeds will be based on a blended price for all such sales. You acknowledge that you will be responsible for all brokerage fees and other costs of sale, and you agree to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. You acknowledge that it may not be possible to sell shares of the Company’s common stock during the term of this 10b5-1 Plan due to (a) a legal or contractual restriction applicable to you or to the broker, (b) a market disruption, (c) rules governing order execution priority on the New York Stock Exchange, (d) a sale effected pursuant to this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the broker’s counsel is likely not to comply) with Rule 144 under the Securities Act of 1933, if applicable, or (e) if the Company determines that sales may not be effected under this 10b5-1 Plan. You acknowledge that this 10b5-1 Plan is subject to the terms of any policy adopted now or hereafter by the Company governing the adoption of 10b5-1 plans.

Restrictions on Resale

You agree not to sell any shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.

Retention Rights

Your award or this Agreement does not give you the right to be retained by the Company, a Parent or a Subsidiary in any capacity. The Company and its Parents and Subsidiaries reserve the right to terminate your Service at any time, with or without cause.

Adjustments

In the event of a stock split, a stock dividend or a similar change in Company stock, the number of your stock units will be adjusted accordingly, as the Company may determine pursuant to the Plan.

Effect of Significant Corporate Transactions

If the Company is a party to a merger, consolidation, or certain change in control transactions, then your stock units will be subject to the applicable provisions of Article 9 of the Plan, provided that any action taken must either (a) preserve the exemption of your stock units from Code Section 409A or (b) comply with Code Section 409A.

Recoupment Policy

This award, and the shares acquired upon settlement of this award, shall be subject to any Company recoupment policy in effect from time to time.

Applicable Law

This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions).

The Plan and Other Agreements

The text of the Plan is incorporated in this Agreement by reference.

The Plan, this Agreement and the Notice of Stock Unit Award constitute the entire understanding between you and the Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE

TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

EX-10.5 8 d541293dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

VEEVA SYSTEMS INC.

2013 EMPLOYEE STOCK PURCHASE PLAN

(AS ADOPTED ON AUGUST 21, 2013)

VEEVA SYSTEMS INC.

2013 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1. PURPOSE OF THE PLAN.

The Board adopted the Plan effective as of the IPO Date. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions.

SECTION 2. ADMINISTRATION OF THE PLAN.

(a) Committee Composition. The Committee shall administer the Plan. The Committee shall consist exclusively of one or more members of the Board, who shall be appointed by the Board.

(b) Committee Responsibilities. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.

SECTION 3. STOCK OFFERED UNDER THE PLAN.

(a) Authorized Shares. The number of shares of Stock available for purchase under the Plan shall be 4,000,000 shares of the Company’s Class A Common Stock (subject to adjustment pursuant to Subsection (c) below), plus the additional shares described in Section 3(b) below. Shares of Stock issued pursuant to the Plan may be authorized but unissued shares or treasury shares.

(b) Annual Increase in Shares. As of the first business day of each fiscal year of the Company during the term of the Plan, commencing on February 1, 2014, the aggregate number of shares of Stock that may be issued under the Plan shall automatically increase by a number equal to the least of (i) 1.0% of the total number of shares of all classes of the Company’s common stock actually issued and outstanding on the last business day of the prior fiscal year (excluding any rights to purchase shares of common shares that may be outstanding, such as options or warrants), (ii) 2,200,000 shares of Stock (subject to adjustment pursuant to Subsection (c) below), or (iii) a number of shares of Stock determined by the Board.

(c) Anti-Dilution Adjustments. In the event that any dividend or other distribution (whether in the form of cash, stock or other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Stock or other securities of the Company, or other similar change in the corporate structure of the Company affecting the Stock and effected without receipt or payment of consideration by the Company occurs, then in order to prevent

dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, there will be a proportionate adjustment of the number and class of Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 3(a), 3(b)(ii) and 9(c).

(d) Reorganizations. Any other provision of the Plan notwithstanding, in the event of a Corporate Reorganization, the Plan may be continued or assumed by the surviving corporation or its parent corporation. If such acquirer refuses to continue or assume the Plan, then, immediately prior to the effective time of the Corporate Reorganization, any Offering Period then in progress shall terminate, and, a new Purchase Date for each such Offering Period will be set, immediately prior to the effective time of the Corporate Reorganization. In the event a new Purchase Date is set under this Section 3(d), Participants will be given notice of the new Purchase Date. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

SECTION 4. ENROLLMENT AND PARTICIPATION.

(a) Offering Periods and Purchase Periods.

(i) Base Offering Periods. The Committee may establish Offering Periods of such frequency and duration as it may from time to time determine as appropriate (the “Base Offering Periods”); provided that a Base Offering Period shall in no event be longer than 27 months (or such other period as may be imposed under applicable tax law). The Base Offering Periods are intended to qualify under Code Section 423. Unless changed by the Committee, the Plan shall operate such that two Base Offering Periods, each of six months’ duration and each including a single six-month Purchase Period, will commence on June 16 and December 16 of each year, except that:

If so determined by the Committee, the first Base Offering Period may commence on the IPO Date and shall end on June 15, 2014, with the first Purchase Period commencing on the IPO Date and the first Purchase Date occurring on or about June 15, 2014; or

The Committee may determine that the first Base Offering Period applicable to the Eligible Employees of a new Participating Company shall commence on any later date specified by the Committee.

(ii) Additional Offering Periods. At the discretion of the Committee, additional Offering Periods may be conducted under the Plan (the “Additional Offering Periods”). Such Additional Offering Periods may, but need not, qualify under Code Section 423. The Committee shall determine the commencement and duration of each Additional Offering Period, and Additional Offering Periods may be consecutive or overlapping. The other terms and conditions of each Additional Offering Period shall be those set forth in this Plan document, with such changes or additional features as the Committee determines necessary to comply with local law.

(iii) Separate Offerings. Each Base Offering Period and Additional Offering Period conducted under the Plan is intended to constitute a separate “offering” for purposes of Code Section 423.

(iv) Equal Rights and Privileges. To the extent an Offering Period is intended to qualify under Code Section 423, all participants in such Offering Period shall have the same rights and privileges with respect to their participation in such Offering Period in accordance with Code Section 423 and the regulations thereunder except for differences that may be mandated by local law and are consistent with the requirements of Code Section 423(b)(5).

(v) Nonstatutory Offering Periods. In addition to establishing Base Offering Periods and Additional Offering Periods intended to comply with Code Section 423 as described above, the Committee may also from time to time establish separate sub-plans (each, a “Nonstatutory Plan”) which permit grants to Eligible Employees of certain Participating Companies designed to achieve desired tax or other objectives in particular locations outside the United States of America or to comply with local laws applicable to offerings in such foreign jurisdictions. Any such Nonstatutory Plan established shall be considered a separate plan from the Plan under which Base Offering Periods and Additional Offering Periods are established (the “Statutory Plan”) and the Committee may establish under any such Nonstatutory Plan one or more Offering Periods not intended to satisfy the requirements of Code Section 423 on such terms and conditions as it may determine. The total number of shares of Stock authorized to be issued under the Plan as provided in Section 3 above applies in the aggregate to both the Statutory Plan and any Nonstatutory Plan. Unless otherwise superseded by the terms of such Nonstatutory Plan, the provisions of this Plan document shall govern the operation of such Nonstatutory Plan.

(b) Enrollment at IPO. Subject to the Committee’s action prior to the IPO Date confirming the option grants described below, each individual who, on the IPO Date, qualifies as an Eligible Employee shall automatically become a Participant on such day, and shall be considered to have been granted an option to participate in the first Offering Period under the Plan at the maximum applicable participation rate. Confirmation of such option grant by the Committee prior to the IPO Date constitutes approval of the grant of such option to all Eligible Employees of the Company and of any Participating Company. Each Participant who was automatically enrolled on the IPO Date shall file the prescribed enrollment form with the Company. The enrollment form shall be filed at the prescribed location within 30 business days after the Company files a registration statement on Form S-8 for shares of Stock offered under the Plan. If a Participant who was automatically enrolled on the IPO Date fails to file such form in a timely manner, then such Participant shall be deemed to have withdrawn from the Plan under Section 6(a). A former Participant who is deemed to have withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Subsection (c) below. Re-enrollment may be effective only at the commencement of an Offering Period. If the Committee does not take action prior to the IPO Date to confirm the option grants described in this Subsection (b), then no Base Offering Period will commence on the IPO Date and the first Base Offering Period under the Plan shall commence at such later time as the Committee may in its discretion determine.

(c) Enrollment After IPO. In the case of any individual who qualifies as an Eligible Employee on the first day of any Offering Period other than the first Offering Period, he or she may elect to become a Participant on such day by filing the prescribed enrollment form with the Company. The enrollment form shall be filed at the prescribed location at least 10 business days (or such other period as the Committee or its designee may designate) prior to such day.

(d) Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she:

(i) Reaches the end of the Offering Period or Purchase Period, as applicable, in which his or her employee contributions were discontinued under Section 5(c) or 9(b);

(ii) Is deemed to withdraw from the Plan under Subsection (b) above;

(iii) Withdraws from the Plan under Section 6(a); or

(iv) Ceases to be an Eligible Employee.

A Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in a later calendar year, if he or she then is an Eligible Employee. In all other cases, a former Participant may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (c) above.

SECTION 5. EMPLOYEE CONTRIBUTIONS.

(a) Commencement of Payroll Deductions. A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions shall commence as soon as reasonably practicable after the Company has received the prescribed enrollment form.

(b) Amount of Payroll Deductions. An Eligible Employee shall designate on the prescribed enrollment form the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%.

(c) Reducing Withholding Rate or Discontinuing Payroll Deductions. If a Participant wishes to reduce his or her rate of payroll withholding, such Participant may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate shall be effective as soon as reasonably practicable after the Company has received such form. The new withholding rate may be 0% or any whole percentage of the

Participant’s Compensation, but not more than his or her old withholding rate. No Participant shall make more than one election under this Subsection (c) during any Purchase Period. (In addition, employee contributions may be discontinued automatically pursuant to Section 9(b).)

(d) Increasing Withholding Rate. If a Participant wishes to increase his or her rate of payroll withholding, such Participant may do so by filing a new enrollment form with the Company at the prescribed location at any time. The new withholding rate may be effective on the first day of the next-upcoming Offering Period in which the Participant participates, provided that the Participant has filed the enrollment form with the Company at the prescribed location at least 10 business days (or such other period as the Committee or its designee may designate) prior to such day. The new withholding rate may be any whole percentage of the Participant’s Compensation, but not less than 1% nor more than 15%. An increase in a Participant’s rate of payroll withholding may not take effect during an Offering Period.

SECTION 6. WITHDRAWAL FROM THE PLAN.

(a) Withdrawal. A Participant may elect to withdraw from the Plan (or, if applicable, from an Offering Period) by filing the prescribed form with the Company at the prescribed location at any time before a Purchase Date. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account with respect to such Offering Period shall be refunded to him or her in cash, without interest. No partial withdrawals from an Offering Period shall be permitted.

(b) Re-Enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 4(c). Re-enrollment may be effective only at the commencement of an Offering Period.

SECTION 7. CHANGE IN EMPLOYMENT STATUS.

(a) Termination of Employment. Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 6(a). (A transfer from one Participating Company to another shall not be treated as a termination of employment provided that each Participating Company is then participating in the same Offering Period.)

(b) Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate on the first day following three months after the Participant goes on a leave, unless a contract or statute guarantees his or her right to return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.

(c) Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated by him or her for this purpose on the prescribed form or, if none, to the Participant’s estate. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s death.

SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES.

(a) Plan Accounts. The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.

(b) Purchase Price. The Purchase Price for each share of Stock purchased on a Purchase Date shall be the lower of:

(i) 85% of the Fair Market Value of such share on the first day of such Offering Period or, in the case of the first Offering Period under the Plan, 85% of the price at which one share of Stock is offered to the public in the IPO; or

(ii) 85% of the Fair Market Value of such share on the Purchase Date.

(c) Number of Shares Purchased. On each Purchase Date, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Offering Period in accordance with Section 6(a). The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing number of shares of Stock purchasable by a Participant are subject to the limitations set forth in Section 9. The Committee may determine with respect to all Participants that any fractional share, as calculated under this Subsection (c), shall be (i) rounded down to the next lower whole share or (ii) credited as a fractional share.

(d) Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase with respect to a particular Purchase Period exceeds (i) the number of shares of Stock that were available under Section 3 above for sale under the Plan on the first day of the applicable Offering Period, or (ii) the number of shares that were available under Section 3 above for sale under the Plan on the applicable Purchase Date, then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction. The numerator of such fraction is the number of shares that such Participant has elected to purchase, and the denominator of such fraction is the number of shares that all Participants have elected to purchase. The Company may make a pro rata allocation of the shares available on the first day of an applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such date. In the event of a pro-rata allocation under this Section (d), the Committee may determine in its discretion to continue all Offering Periods then in effect or terminate all Offering Periods then in effect pursuant to Section 14.

(e) Issuance of Stock. The shares of Stock purchased by a Participant under the Plan may be registered in the name of such Participant, or jointly in the name of such Participant and his or her spouse as joint tenants with the right of survivorship or as community property (with or without the right of survivorship). The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares. (The two preceding sentences shall apply whether or not the Participant is required to pay income tax in the United States.)

(f) Tax Withholding. To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any shares of Stock under the Plan until such obligations, if any, are satisfied.

(g) Unused Cash Balances. Subject to the final sentence of Section 8(c), an amount remaining in the Participant’s Plan Account that represents the Purchase Price for any fractional share shall be carried over in the Participant’s Plan Account to the next Purchase Period. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsections (c) or (d) above or Section 9(b) shall be refunded to the Participant in cash, without interest.

(h) Stockholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s stockholders have approved the adoption of the Plan.

SECTION 9. PLAN LIMITATIONS.

(a) Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing more than 5% of the total combined voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company, determined in accordance with applicable tax law.

(b) Dollar Limit. Any other provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in excess of the following limit:

(i) In the case of Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased under the Plan in the current calendar year.

(ii) In the case of Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased under the Plan in the current calendar year and in the immediately preceding calendar year.

(iii) In the case of Stock purchased during an Offering Period that commenced in the second calendar year before the current calendar year, the limit shall be equal to (A) $75,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased under the Plan in the current calendar year and in the immediately preceding two calendar years.

For all purposes under this Subsection (b), (A) the Fair Market Value of Stock shall be determined as of the beginning of the Offering Period in which such Stock is purchased; and (B) this Plan shall be aggregated with any other employee stock purchase plans of the Company (or any parent or Subsidiary of the Company) described in Code Section 423. If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall automatically resume at the beginning of the next Offering Period with a scheduled Purchase Date in the next calendar year, provided that he or she is an Eligible Employee at the beginning of such Offering Period.

(c) Purchase Period Share Purchase Limit. Any other provision of the Plan notwithstanding, no Participant shall purchase more than 3,500 shares of Stock with respect to any Purchase Period; provided that the Committee may, for future Offering Periods, increase or decrease in its absolute discretion, the maximum number of shares of Stock that a Participant may purchase during each Purchase Period.

SECTION 10. RIGHTS NOT TRANSFERABLE.

The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a).

SECTION 11. NO RIGHTS AS AN EMPLOYEE.

Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.

SECTION 12. NO RIGHTS AS A STOCKHOLDER.

A Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the applicable Purchase Date.

SECTION 13. SECURITIES LAW REQUIREMENTS.

Shares of Stock shall not be issued, and the Company shall have no liability for failure to issue shares of Stock, under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

SECTION 14. AMENDMENT OR DISCONTINUANCE.

(a) General Rule. The Committee, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Committee, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Stock on the next Purchase Date, or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 3(c) or (d)). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts which have not been used to purchase shares of Class A Common Stock will be returned to the Participants (without interest thereon, except as otherwise required under local laws) as soon as administratively practicable.

(b) Committee’s Discretion. Without stockholder consent and without limiting Section 14(a), the Committee will be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as it determines in its sole discretion advisable which are consistent with the Plan.

(c) Accounting Consideration. In the event the Committee determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Committee may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i) Amending the Plan to conform with the safe harbor definition under Financial Accounting Standards Board Accounting Standards Codification Topic 718, including with respect to an Offering Period underway at the time;

(ii) Altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(iii) Shortening any Offering Period by setting a new Purchase Date, including an Offering Period underway at the time of the Committee’s action;

(iv) Reducing the maximum percentage of Compensation a Participant may elect to set aside as payroll deductions; and

(v) Reducing the maximum number of shares of Stock a Participant may purchase during any Purchase Period.

Such modifications or amendments will not require stockholder approval or the consent of any Plan Participants.

(d) Stockholder Approval. Except as provided in Section 3, any increase in the aggregate number of shares of Stock that may be issued under the Plan shall be subject to the approval of the Company’s stockholders. In addition, any other amendment of the Plan shall be subject to the approval of the Company’s stockholders to the extent required under Section 14(e) or by any applicable law or regulation.

(e) Plan Termination. The Plan shall terminate automatically 20 years after its adoption by the Board, unless (i) the Plan is extended by the Board and (ii) the extension is approved within 12 months by a vote of the stockholders of the Company.

SECTION 15. DEFINITIONS.

(a) “Board” means the Board of Directors of the Company, as constituted from time to time.

(b) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Company” means Veeva Systems Inc., a Delaware corporation.

(e) “Compensation” means (i) the total compensation paid in cash to a Participant by a Participating Company, including salaries, wages, bonuses, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under Code Sections 401(k) or 125. “Compensation” shall exclude all non-cash items, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to equity compensation awards of the Company, and similar items. The Committee shall determine whether a particular item is included in Compensation.

(f) “Corporate Reorganization” means:

(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization; or

(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.

(g) “Eligible Employee” means a common law employee of a Participating Company who is customarily employed for more than five months per calendar year and at least 20 hours per week. The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him or her. In addition, the Committee may determine prior to the commencement of an Offering Period not to exclude part-time employees or exclude employees whose customary employment is for fewer hours per week or fewer months in a calendar year; provided that such terms are applied in an identical manner to all employees of every Participating Company in such Offering Period.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i) “Fair Market Value” means the price at which Stock was last sold in the principal U.S. market for the Stock on the applicable date or, if the applicable date was not a trading day, on the last trading day prior to the applicable date. If Stock is no longer traded on a public U.S. securities market, the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate. The Committee’s determination shall be conclusive and binding on all persons.

(j) “IPO” means the Company’s initial offering of Stock to the public.

(k) “IPO Date” means the effective date of the registration statement filed by the Company with the Securities and Exchange Commission for its initial offering of Stock to the public.

(l) “Offering Period” means any period, including as the context requires Base Offering Periods, Additional Offering Periods and Nonstatutory Offering Periods, with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a).

(m) “Participant” means an Eligible Employee who participates in the Plan, as provided in Section 4.

(n) “Participating Company” means (i) the Company and (ii) each present or future Subsidiary designated by the Committee as a Participating Company.

(o) “Plan” means this Veeva Systems Inc. 2013 Employee Stock Purchase Plan, as it may be amended from time to time.

(p) “Plan Account” means the account established for each Participant pursuant to Section 8(a).

(q) “Purchase Date” means the last trading day of a Purchase Period.

(r) “Purchase Period” means a period within an Offering Period (which for an Offering Period with only a single Purchase Period would be coterminous with the Offering Period) during which contributions may be made toward the purchase of Stock under the Plan, as determined pursuant to Section 4(a).

(s) “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).

(t) “Stock” means the Class A Common Stock of the Company.

(u) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

EX-10.6 9 d541293dex106.htm EX-10.6 EX-10.6

Exhibit 10.6

CHABOT CENTER

OFFICE LEASE

between

HACIENDA PLEASANTON PARK MD PARENT, LLC

(“LANDLORD”)

and

VERTICALS ONDEMAND, INC.

(“TENANT”)

TABLE OF CONTENTS


1.	USE	3

2.	TERM; COMMENCEMENT DATE	4

3.	POSSESSION	5

4.	RENT	5

5.	RULES AND REGULATIONS	7

6.	PARKING	7

7.	OPERATING EXPENSES OF BUILDING	8

8.	REPAIR AND MAINTENANCE	12

9.	ACCEPTANCE AND SURRENDER OF PREMISES	12

10.	ALTERATIONS AND ADDITIONS	13

11.	UTILITIES AND SERVICES	14

12.	TAXES	14

13.	INSURANCE	16

14.	INDEMNIFICATION	19

15.	COMPLIANCE	19

16.	LIENS	20

17.	ASSIGNMENT AND SUBLETTING	20

18.	SUBORDINATION, MORTGAGES AND QUIET ENJOYMENT	21

19.	ENTRY BY LANDLORD	22

20.	BANKRUPTCY, DEFAULT AND REMEDIES	22

21.	ABANDONMENT	25

22.	DESTRUCTION	25

23.	EMINENT DOMAIN	26

24.	SALE OR CONVEYANCE BY LANDLORD	27


25.	ATTORNMENT TO LENDER OR THIRD PARTY	27

26.	HOLDING OVER	28

27.	CERTIFICATE OF ESTOPPEL	28

28.	CONSTRUCTION CHANGES	28

29.	RIGHT OF LANDLORD TO PERFORM	28

30.	ATTORNEYS’ FEES	29

31.	WAIVER	29

32.	NOTICES	29

33.	EXAMINATION OF LEASE	29

34.	DEFAULT BY LANDLORD	30

35.	CORPORATE AUTHORITY	30

36.	LIMITATION OF LIABILITY	30

37.	BROKERS	31

38.	SIGNS	31

39.	ASSESSMENTS	31

40.	MORTGAGEE PROTECTION CLAUSE	32

41.	HAZARDOUS MATERIALS	32

42.	INTENTIONALLY OMITTED	33

43.	MISCELLANEOUS AND GENERAL PROVISIONS	33

44.	OPTION TO EXTEND	34

TABLE OF EXHIBITS


Exhibit A		Premises

Exhibit B		Property

Exhibit C		Intentionally Omitted

Exhibit D		Rules and Regulations

Exhibit E		Utilities and Services

Exhibit F		Tenant’s Janitorial Service

Exhibit G		Intentionally Omitted

iii

BASIC LEASE TERMS


1	Lease Date:	December , 2008

2	Landlord: Address (for notices):	Hacienda Pleasanton Park MD Parent, LLC 7901 Stoneridge Drive, Suite 205 Pleasanton, CA 94588

		with copy to:

		c/o Streamline 7901 Stoneridge Drive, Suite 205 Pleasanton, CA 94588 Attn: Property Manager Phone: (925) 551-7040 Fax: 925-460-8201

3	Tenant: Address (for notices):	Before Commencement Date:





		After Commencement Date:

		4637 Chabot Drive, Suite 210 Pleasanton, California 94588

4	Premises Address:	4637 Chabot Drive, Suite 210 Pleasanton, California 94588

5	Lease Term (§2.1):	Twenty-four and ¹/₂ (24 1/2) months, subject to Tenant’s renewal right set forth in Section 44

6	Scheduled Commencement Date (§2.2):	January 15, 2009

7	Rent Commencement Date (§4.2):	February 1, 2009

8	Term Expiration Date:	January 31, 2011

9	Base Year (§7.6.1):	Calendar Year 2009

10	Monthly Base Rent (§4.1):	Months of Rent	Monthly Base Rent
		1-12	$5,425.50 ($1.50 SF)
		13-24	$5,787.20 ($1.60 SF)

11	Premises Area:	Approximately 3,617 square feet


12	Building Area:	Approximately 73,600 square feet

13	Tenant’s Building Percentage (§7.2):	4.91%

14	Security Deposit (§4.6):	$5,787.20

15	Broker(s) (§39) Landlord’s: Tenant’s:	Colliers International, Inc. Colliers International, Inc.

16	Guarantor(s) (§42):	None

LEASE AGREEMENT

This Lease Agreement (“Lease”) is made as of December , 2008, by and between HACIENDA PLEASANTON PARK MD PARENT, LLC, a California limited liability company (“Landlord”), and VERTICALS ONDEMAND, INC., a Delaware corporation (“Tenant”).

RECITALS

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those certain premises (the “Premises”) cross-hatched on Exhibit A more particularly described as follows:

Approximately 3,617 rentable square feet on the second floor of the building (“Building”) located at 4637 Chabot Drive, Pleasanton, California, consisting of a total area of approximately Seventy-Three Thousand Six Hundred (73,600) rentable square feet together with the non-exclusive right to use the Common Area (defined in Section 7.1) of the Building and the Outside Area of the Property. As used herein, the term “Property” shall mean the land described in Exhibit B and all of the buildings, improvements, fixtures and equipment now or hereafter situated on said land, commonly known as “Chabot Center.” The Property is part of a larger group of land, buildings and improvements referred to as “Hacienda Business Park” or the “Park.”

Said leasing is upon and subject to the terms, covenants and conditions in the “Basic Lease Terms” attached to this Lease and as hereinafter set forth and Tenant covenants as a material part of the consideration for this Lease to perform and observe each and all of said terms, covenants and conditions.

1. USE. Tenant shall use the Premises only in conformance with applicable governmental laws, regulations, rules and ordinances for the purpose of general office use and for no other purpose. Tenant shall not do or permit to be done in or about the Premises or the Property, nor bring or keep or permit to be brought or kept in or about the Premises or the Property, anything which is prohibited by or will in any way increase the existing rate, or cause a cancellation of, fire or any other insurance covering the Property or any of its contents. Tenant shall not do or permit to be done anything in, on or about the Premises or the Property which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises or the Property. No sale by auction shall be permitted on the Premises. Tenant shall not place any loads upon the floors, walls, or ceiling, which endanger the structure, or place any harmful fluids or other materials in the drainage system of the Building, or overload existing electrical or other mechanical systems. No waste materials or refuse shall be dumped upon or permitted to remain upon any part of the Premises or outside of the Building, except in trash containers placed inside exterior enclosures designated by Landlord for that purpose or inside of the Building where designated by Landlord. No materials, supplies, equipment, finished products or semi-finished products, raw materials or articles of any nature shall be stored upon or

permitted to remain outside the Premises or on any portion of the Outside Area (defined in Section 7.1) of the Property. No loudspeaker or other device, system or apparatus which can be heard outside the Premises shall be used in or at the Premises without the prior written consent of Landlord. Tenant shall not commit or suffer to be committed any waste in or upon the Premises. Tenant shall indemnify, defend and hold Landlord harmless against any loss, expense, damage, attorneys’ fees, or liability arising out of failure of Tenant to comply with any law applicable to Tenant or Tenant’s business. The provisions of this Section are for the benefit of Landlord only and shall not be construed to be for the benefit of any tenant or occupant of the Building. Tenant acknowledges that it has received and read a copy of the Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (as amended, the “Declaration”) recorded in the Office of the Recorder, Alameda County, California, on August 13, 1982 under Series No. 82-131982 and re-recorded September 17, 1982 under Series No. 82 141251 and as amended and modified by the Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) recorded January 24, 1985 as Instrument No. 85-14396, Official Records of Alameda County, California, and as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) recorded June 29, 1987 as Instrument No. 87-182797, and as amended by that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) recorded November 22, 1989 as Instrument No. 89-317183, and as amended by that certain Third Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) recorded September 28, 1993 as Instrument No. 93-343173, and as amended by that certain Fourth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) recorded November 29, 1993 as Instrument No. 93-417506, and as amended by that certain Fifth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) recorded February 16, 1995 as Instrument No. 95-036988 and as further amended by the Sixth Amendment to Declaration of Covenants, Conditions and Restrictions for Hacienda Business Park (No. 2) recorded April 30, 1997, as Series No. 97-109714 and re-recorded May 1, 1998 under Series No. 98-146103 (as amended, the “CC&R’s”). Tenant shall comply with the CC&R’s.

Tenant’s initials: /s/ P.G.

2. TERM; COMMENCEMENT DATE.

2.1 Term. The term of this Lease shall be for the period set forth in Item 5 of the Basic Lease Terms (unless sooner terminated as hereinafter provided) beginning on the Commencement Date, as defined below, and ending on the Expiration Date set forth in Item 8 of the Basic Lease Terms (“Term”).

2.2 Commencement Date. The Term of this Lease shall commence on January 15, 2009 (“Commencement Date”) and shall terminate on January 31, 2011. Tenant shall have the right to enter the Premises beginning January 1, 2009 for the purpose of installing telecommunications and data cabling, and for delivery and installation of its furniture, fixtures, and equipment.

3. POSSESSION.

3.1 Delivery of Possession. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant by the Scheduled Commencement Date, this Lease shall not be void or voidable; no obligation of Tenant shall be affected thereby; nor shall Landlord or Landlord’s agents be liable to Tenant for any loss or damage resulting therefrom; but in that event the commencement and termination dates of this Lease, and all other dates affected thereby shall be revised to conform to the date of Landlord’s delivery of possession, as specified in Section 2.2 above. The above is, however, subject to the provision that the period of delay of delivery of the Premises shall not exceed ninety (90) days from the Scheduled Commencement Date (except those delays caused by Tenant, acts of God, strikes, war, lack of utilities, weather, unavailable materials, delays caused solely by governmental bodies, and other delays beyond Landlord’s control shall be excluded in calculating such period), in which instance Tenant, at its option, may by written notice to Landlord terminate this Lease.

4. RENT.

4.1 Base Rent. Tenant agrees to pay to Landlord at such place as Landlord may designate without deduction, offset, prior notice, or demand, and Landlord agrees to accept as Base Rent for the leased Premises in lawful money of the United States of America, payable as set forth in Item 10 of the Basic Lease Terms.

4.2 Time for Payment. Concurrently with the execution of this Lease, Tenant shall pay to Landlord the first month of Base Rent, for the first full month of Base Rent due after the “Rent Commencement Date” as set forth in Item 7 of the Basic Lease Terms, in the amount set forth in Item 10 of the Basic Lease Terms. Base Rent shall be due on or before the first day of each calendar month of the Term from the Rent Commencement Date to the Term Expiration Date (set forth in Item 8 of the Basic Lease Terms). If the Term of this Lease commences on a date other than the first day of a calendar month, on the Rent Commencement Date, Tenant shall pay to Landlord as rent for the period from the Rent Commencement Date to the first day of the next succeeding calendar month that proportion of the monthly rent hereunder which the number of days between the Rent Commencement Date and the first day of the next succeeding calendar month bears to thirty (30). If the Term of this Lease ends on a date other than the last day of a calendar month, on the first day of the last calendar month of the Term hereof Tenant shall pay to Landlord as rent for the period from said first day of said last calendar month to and including the last day of the Term hereof that proportion of the monthly rent hereunder which the number of days between said first day of said last calendar month and the last day of the Term hereof bears to thirty (30).

4.3 Late Charge. Notwithstanding any other provision of this Lease, if Tenant fails to pay any Rent (defined in Section 4.4) when due, and such Rent is not received by Landlord within five (5) days after the date such Rent is due, Tenant shall pay to Landlord, in addition to the delinquent Rent, a late charge equal to ten percent (10%) of the delinquent Rent. In addition to the foregoing late charge, if any Rent remains unpaid for 30 days or more after the date due, such Rent shall accrue interest at the lesser of the maximum interest rate permitted by law or ten percent (10%) per annum until paid.

4.4 Additional Rent. Tenant shall pay to Landlord in addition to the Base Rent and as Additional Rent the following:

4.4.1 Tenant’s Building Percentage (as defined in Section 7.2) of the Building Operating Expenses and the Outside Area Expenses as provided for in Sections 7.3 and 7.6.2; and

4.4.2 All other charges, costs and expenses which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses, including attorneys’ fees and legal expenses, that may accrue thereto in the event of Tenant’s failure to pay such amounts. And all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Rent, as defined below.

The Additional Rent due under Section 7 shall be paid to Landlord or Landlord’s agent in accordance with Section 7. The Additional Rent for any item payable under a provision other than Section 7 shall be paid to Landlord or Landlord’s agent within thirty (30) days after receipt of an invoice to Tenant setting forth the Additional Rent due. If requested, Landlord shall provide reasonable supporting documentation for the Additional Rent. The respective obligations of Landlord and Tenant under this Section shall survive the expiration or other termination of the Term of this Lease. As used herein, “Rent” shall mean Base Rent, Additional Rent, and all other monetary obligations owed by Tenant hereunder.

4.5 Place of Payment of Rent. All Rent hereunder shall be paid to Landlord at the following address only: Hacienda Pleasanton Park MD Parent, LLC, c/o Streamline, 7901 Stoneridge Drive, Suite 205, Pleasanton, CA 94588, Attn: Property Manager, or to such other person or to such other place as Landlord may from time to time designate in writing.

4.6 Security Deposit. Concurrently with Tenant’s execution of this Lease, Tenant shall deposit with Landlord the sum set forth in Item 14 of the Basic Lease Terms. Said sum shall be held by Landlord as a Security Deposit for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the Term hereof. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provision relating to the payment of rent and any of the monetary sums due herewith, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any rent or other sum in default, the repair of any damage to the Premises caused by Tenant, or the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default to the full extent permitted by law. Tenant hereby waives any restriction on the use or application of the Security Deposit by Landlord as set forth in California Civil Code Section 1950.7. If any portion of the

Security Deposit is used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any balance of it shall be returned to Tenant (or at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days after the later to occur of (a) the expiration of the Lease Term and (b) the date Tenant has vacated the Premises. In the event of termination of Landlord’s interest in this Lease, Landlord shall transfer the Security Deposit to Landlord’s successor-in-interest whereupon Tenant agrees to release Landlord from liability for the return of the Security Deposit or the accounting therefor.

5. RULES AND REGULATIONS. Subject to the terms and conditions of this Lease and such rules and regulations as Landlord may from time to time prescribe, Tenant and Tenant’s employees, invitees and customers shall, in common with other occupants of the Building, and their respective employees, invitees and customers, and others entitled to the use thereof, have the non-exclusive right to use the access roads, parking areas, and facilities provided and designated by Landlord for the general use and convenience of the occupants of the Property, which areas and facilities and all other landscaped areas, service areas, trash disposal facilities and similar areas and facilities within the Property are referred to herein as the “Outside Area.” This right shall terminate upon the termination of this Lease. Landlord reserves the right from time to time to make changes in the shape, size, location, amount and extent of Outside Area. Landlord further reserves the right to promulgate such reasonable rules and regulations, and amendments thereto, relating to the use of the Outside Area, and any part or parts thereof, as Landlord may deem appropriate for the best interests of the occupants of the Property. The use of the Building and the Outside Area shall initially be subject to the Rules and Regulations attached hereto as Exhibit D. The Rules and Regulations shall be binding upon Tenant upon delivery of a copy of them to Tenant, and Tenant shall abide by them and cooperate in their observance. Such Rules and Regulations may be amended by Landlord from time to time, with or without advance notice, and all amendments shall be effective upon delivery of a copy to Tenant. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Property of any of said Rules and Regulations. In the event that the Rules and Regulations are changed by Landlord subsequent to the execution of this Lease and there is a conflict between this Lease and the Rules and Regulations, this Lease shall govern.

6. PARKING. Tenant shall have the right to use with other tenants or occupants of the Building parking spaces, the number of which shall be based on a ratio of 4 spaces per 1,000 square feet of leased Premises in the common parking areas of the Property. Any parking charges assessed or imposed by the City of Pleasanton or other governmental entity shall be billed to Tenant as an Outside Area Expense pursuant to Section 7.5. Tenant agrees that Tenant, Tenant’s employees, agents, representatives and invitees shall not use parking spaces in excess of the spaces allocated to Tenant hereunder. Landlord shall have the right, at Landlord’s sole discretion, to specifically designate the location of Tenant’s parking spaces within the common parking areas of the Property in the event of a dispute among the tenants occupying the Building,

in which event Tenant agrees that Tenant, Tenant’s employees, agents, representatives and/or invitees shall not use any parking spaces other than those parking spaces specifically designated by Landlord for Tenant’s use. Said parking spaces, if specifically designated by Landlord to Tenant, may be relocated by Landlord at any time and from time to time. Landlord reserves the right, at Landlord’s sole discretion, to rescind any specific designation of parking spaces, thereby returning Tenant’s parking spaces to the common parking area. Landlord shall give Tenant written notice of any change in Tenant’s parking spaces. Tenant shall not, at any time, park, or permit to be parked, any trucks or vehicles adjacent to the loading areas so as to interfere in any way with the use of such areas, nor shall Tenant at any time park, or permit the parking of Tenant’s trucks or vehicles or the trucks and vehicles of Tenant’s suppliers or others, in any portion of the Outside Area not designated by Landlord for such use by Tenant. Tenant shall not park nor permit to be parked, any inoperative vehicles or equipment on any portion of the Outside Area. Tenant agrees to assume responsibility for compliance by its employees with the parking provisions contained herein. If Tenant or its employees park in other than such designated parking areas, then Landlord may charge Tenant, as an additional charge, and Tenant agrees to pay, Ten and no/100ths Dollars ($10.00) per day for each day or partial day each such vehicle is parked in any area other than that designated after prior notice. Tenant hereby authorizes Landlord at Tenant’s sole expense to tow away from the Property any vehicle belonging to Tenant or Tenant’s employees parked in violation of these provisions, or to attach violation stickers or notices to such vehicles. Tenant shall use the parking areas for vehicle parking only, and shall not use the parking areas for storage.

7. OPERATING EXPENSES OF BUILDING.

7.1 Outside Area/Common Area. The term “Outside Area” shall mean all areas and facilities within the Property provided and designated by Landlord for the general use and convenience of Tenant and other tenants and occupants of the Property such as access roads, parking areas, sidewalks, landscaped area, service areas, trash disposal facilities, and similar areas and facilities. The term “Common Area” shall refer to those portions of the Building designated by Landlord for the general use and convenience of all tenants of the Building, such as hallways, stairs, elevators, entrances and exits, lobbies, restrooms, the common pipes, wires and appurtenant equipment serving the Building.

7.2 Tenant’s Building Percentage. The term “Tenant’s Building Percentage” shall mean the percentage of the rentable area of the Premises to the total rentable area of the Building. Tenant’s Building Percentage is agreed to the percentage set forth in Item 13 of the Basic Lease Terms for purposes of this Lease. The total rentable area of the Building is Seventy-Three Thousand Six Hundred (73,600) square feet.

7.3 Payment by Tenant. Commencing on January 1, 2010, Tenant shall pay to Landlord, as Additional Rent, Tenant’s Building Percentage of the Building Operating Expenses and Outside Area Expenses in excess of the Expense Base (defined in Section 7.6.1).

7.4 Building Operating Expenses. The term “Building Operating Expenses” shall mean all expenses, costs and disbursements of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, management, maintenance, repair and operation of the Building and the Common Area, including, but not limited to, the following:

7.4.1 Wages and salaries of all employees engaged in the operation, maintenance and security of the Building and Common Area, including taxes, insurance and benefits relating thereto; and the rental cost and overhead of any office and storage space in the Park used to provide such services;

7.4.2 Cost of all supplies, materials and labor used in the operation, repair, replacement and maintenance of the Building and Common Area;

7.4.3 Cost of all utilities, including surcharges, for the Building and Common Area, including the cost of water, sewer, gas, power, heating, lighting, air conditioning and ventilating;

7.4.4 Cost of all maintenance and service agreements for the Building and Common Area and the equipment thereon, including but not limited to, security and energy management services, window cleaning, floor waxing, elevator maintenance, janitorial service, services by engineers and gardeners, and trash removal services;

7.4.5 Cost of all insurance which Landlord, in its sole discretion, deems necessary or desirable for the Building, Common Area and Landlord’s personal property used in connection therewith. Such insurance shall be for the sole benefit of Landlord and under its sole control;

7.4.6 Cost of repairs and general maintenance of the Building and Common Area (excluding repairs and general maintenance paid for by proceeds of insurance or by Tenant or other third parties);

7.4.7 A reasonable management fee for the manager of the Property;

7.4.8 The cost of any additional services not provided to the Building and Common Area at the Commencement Date but thereafter provided by Landlord in its management of the same; and

7.4.9 The cost of any capital improvements made to the Building and the Common Area after the Commencement Date, such cost thereof to be amortized over the useful life of the improvement, using a market rate of interest, as Landlord shall determine consistent with applicable governmental requirements.

The cost of additional or extraordinary services provided to Tenant at Tenant’s request and not paid or payable by Tenant pursuant to other provisions of this Lease shall be payable by Tenant and may be included by Landlord with Tenant’s Building Percentage of Building Operating Expenses payable by Tenant on a monthly basis or may be billed to Tenant separately, in a lump sum, as Landlord shall elect.

Building Operating Expenses shall not include: (i) the cost of any additional or extraordinary services provided to other tenants of the Building; (ii) costs paid for directly by Tenant; (iii) principal and interest payments on loans secured by deeds of trust recorded against the Building; (iv) real estate sales or leasing brokerage commissions; and (v) Landlord’s general corporate overhead (not including the management fee referenced in Section 7.4.7 above). The Premises and the Park are subject to: (a) that certain Consolidated Reassessment District 1993-1, as evidenced by a notice of assessment recorded on August 16, 1993 as Series No. 93-291324; (b) that certain Consolidated Reassessment District 1993-2, as evidenced by a notice of assessment recorded on August 16, 1993 as Series No. 93-291334; and (c) that certain Consolidated Reassessment District 1993-3, as evidenced by a notice of assessment recorded on August 16, 1993 as Series No. 93-290193; (collectively the “Consolidated Levy”). Landlord and Tenant agree that the cost for the Consolidated Levy shall be excluded from the Building Operating Expense, Outside Area Expenses and Real Property Tax calculations, and Landlord shall be solely responsible for all payments due under the Consolidated Levy, without reimbursement from Tenant.

7.5 Outside Area Expenses. The term “Outside Area Expenses” shall mean all expenses, costs and disbursements (except as provided below) of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, management, maintenance, repair and operation of the Property and the Outside Area including, but not limited to, the cost of any policies of insurance covering the Outside Area, the Real Property Taxes (defined in Section 12.1) for the Property, CC&R assessments and dues and the cost of labor, materials, supplies and services used or consumed in owning, managing, maintaining, repairing and operating the Outside Area, including, without limitation, the following:

7.5.1 Maintaining and repairing landscaping and sprinkler systems;

7.5.2 Maintaining and repairing concrete walkways, driveways and paved parking areas;

7.5.3 Maintaining and repairing electrical systems and signs and site lighting of the Outside Area; and

7.5.4 Providing all utilities to the Outside Areas, and all license, permit and inspection fees in connection therewith.

7.6 Adjustment.

7.6.1 Expense Base. The Base Rent referred to in Section 4.1 shall include Tenant’s Building Percentage of the actual Building Operating Expenses and the actual Outside Area Expenses for the Base Year. “Base Year” means the calendar year set forth in Item 9 of the Basic Lease Terms.

7.6.2 Monthly Payments. Commencing on January 1, 2010, Tenant shall pay to Landlord on the first day of each calendar month for the remainder of the Term an amount estimated by Landlord to be Tenant’s Building Percentage of both the monthly Building Operating Expenses and the actual Outside Area Expenses (collectively, the “Expenses”) in excess of the Expenses for the Base Year. The Expenses shall be estimated in good faith by Landlord and Tenant shall be notified of Landlord’s estimate at least thirty (30) days prior to the first day such payment is due, and thereafter at least thirty (30) days prior to the beginning of each calendar year. Such estimate may be adjusted by Landlord at the end of any calendar quarter on the basis of Landlord’s experience and reasonably anticipated costs. Any such adjustment shall be effective as of the calendar month next succeeding receipt by Tenant of notice of such adjustment to the estimated Expenses; provided that, if such calendar month is earlier than 30 days from the date of such notice, the adjustment shall be effective the second calendar month.

7.6.3 Accounting. Expenses for any period, including the Base Year, during which actual occupancy of the Building is less than 95% of the rentable area of the Building shall be appropriately adjusted, in accordance with sound accounting principles, to reflect 100% occupancy of the existing rentable area of the Building during such period. If Tenant’s Building Percentage of Building Operating Expenses or the actual Outside Area Expenses paid or incurred by Landlord for any calendar year exceeds the Expense Base, Tenant shall pay such excess as Additional Rent. Within one hundred twenty (120) days following the end of each calendar year, Landlord shall furnish Tenant a statement of Tenant’s Building Percentage of the actual Building Operating Expenses and the actual Outside Area Expenses (the “Actual Expenses”) for the calendar year and the payments made by Tenant with respect to such period. If the statement furnished by Landlord shows that the amount paid by Tenant as Expenses was less than the Actual Expenses for each category, then Tenant shall pay to Landlord the deficiency within twenty (20) days after delivery of such statement. If the statement shows that the amount paid by Tenant as Expenses exceeded the Actual Expenses, then Landlord shall either offset the excess against the amount next thereafter to become due to Landlord, or shall refund the amount of the overpayment to Tenant, in cash, as Landlord shall elect. All statements provided by Landlord and all determinations of costs and charges that Tenant is required to pay pursuant to this Lease shall be computed in accordance with generally accepted accounting principles, consistently applied.

7.6.4 Proration. Tenant’s obligation to pay the Expenses shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fractional portion of a calendar year included at the commencement or expiration of the Term of this Lease or for any fractional portion of a calendar year in which Tenant is not liable for payment of Expenses in excess of the Expense Base.

7.6.5 Audit. Tenant at its expense shall have the right at all reasonable times and upon reasonable notice to Landlord to audit Landlord’s books and records relating to Tenant’s obligations to pay Additional Rent for any year of the Term of this Lease, provided that Landlord shall not be obligated to retain its books and records for any year for more than three (3) years.

7.6.6 Survival. Tenant’s obligations to pay for any increase above the Expenses paid pursuant to this Section 7 shall survive any termination of this Lease. Landlord’s obligations to refund any excess amounts paid above the Actual Expenses pursuant to this Section 7 shall survive any termination of this Lease.

8. REPAIR AND MAINTENANCE.

8.1 Landlord’s Obligations.

8.1.1 Building and Common Area. Landlord shall maintain the Building and Common Area in good condition and repair, and shall make all repairs and replacements, including those to the structure and the basic plumbing, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord. There shall be no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to or maintenance of any portion of the Building or the Common Area or in or to fixtures, appurtenances and equipment therein. The cost of such repair and maintenance shall be included in the Building Operating Expenses pursuant to Section 7.

8.1.2 Outside Area. Landlord shall maintain the Outside Area in good condition and repair. Landlord shall at all times have exclusive control of the Outside Area subject to Tenant’s rights under this Lease to use the Outside Area. In exercising any such rights, Landlord shall make a reasonable effort to minimize any disruption of Tenant’s business. The cost of all such maintenance and repair shall be included in the Outside Area Expenses pursuant to Section 7.

8.2 Tenant’s Obligations. Tenant shall keep and maintain the Premises, including carpeting, in good and sanitary condition. Tenant agrees to provide carpet shields under all rolling chairs or to otherwise be responsible for wear and tear of the carpet caused by such rolling chairs if such wear and tear exceeds that caused by normal foot traffic in surrounding areas. Areas of excessive wear shall be replaced at Tenant’s sole expense upon Lease termination. Tenant hereby waives all rights under and benefits of Subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code and under any similar law, statute or ordinance now or hereafter in effect.

9. ACCEPTANCE AND SURRENDER OF PREMISES. Tenant is accepting the Premises in their “AS-IS” condition as of the Commencement Date and acknowledges that Landlord shall have no obligation to improve, modify or alter the Premises in connection with Tenant’s occupancy thereof. By entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair, and accepts the Building and improvements included in the Premises in their present condition and without representation or warranty by Landlord as to the condition of such Building or as to the use or occupancy which may be made thereof. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Except as agreed to by Landlord in writing, Tenant agrees on the last day of the Lease term, or on the sooner termination of this Lease, to surrender the Premises promptly and peaceably to

Landlord in good condition and repair (damage by acts of God, fire, normal wear and tear excepted), with all interior walls cleaned, and repaired and replaced if damaged, all floors cleaned; and all carpets cleaned and shampooed. Tenant shall surrender the Premises with all alterations, additions, and improvements which may have been made in, to or on the Premises (except movable trade fixtures installed at the expense of Tenant) except that Tenant shall ascertain from Landlord within thirty (30) days before the end of the term of this Lease whether Landlord desires to have the Premises or any part thereof restored to their condition and configuration as when the Premises were delivered to Tenant and if Landlord shall so desire, then Tenant shall restore the Premises or such portion thereof before the end of the term at Tenant’s sole cost and expense. Any alterations or improvements made by Tenant must be removed prior to surrender unless Tenant secures Landlord’s prior written consent to non-removal prior to making the alteration or improvement or unless Landlord subsequently informs Tenant in writing that all or any of such alterations or improvements are to remain in the Premises. Tenant, on or before the end of the term or sooner termination of this Lease shall remove all of Tenant’s personal property and trade fixtures from the Premises, and all property not so removed on or before the end of the term or sooner termination of this Lease, shall be deemed abandoned by Tenant and title to same shall thereupon pass to Landlord without compensation to Tenant. Landlord may, upon termination of this Lease, remove all moveable furniture and equipment so abandoned by Tenant, at Tenant’s sole cost, and repair any damage caused by such removal at Tenant’s sole cost. Tenant hereby waives any claim or right it may have against Landlord with respect to such removal, storage or sale whether such claim is at law or equity. If the Premises are not surrendered at the end of the term or sooner termination of this Lease, Tenant shall indemnify Landlord against loss or liability resulting from the delay by Tenant in so surrendering the Premises including, without limitation, any claims made by any succeeding tenant founded on such delay. Nothing contained herein shall be construed as an extension of the term hereof or as a consent of Landlord to any holding over by Tenant. The voluntary or other surrender of this Lease or the Premises by Tenant or a mutual cancellation of this Lease shall not work as a merger and, at the option of Landlord, shall either terminate all or any existing subleases or subtenancies or operate as an assignment to Landlord of all or any such subleases or subtenancies.

10. ALTERATIONS AND ADDITIONS. Tenant shall not make, or suffer to be made, any alteration or addition to the Premises, or any part thereof, the cost of which exceeds Two Thousand Five Hundred Dollars ($2,500) (either individually or as a series of alterations) or which affects the structural portions of the Building, without the prior written consent of Landlord first had and obtained by Tenant, but at the cost of Tenant, and any addition to, or alteration of, the Premises, except moveable furniture and trade fixtures, shall at once become part of the Premises and belong to Landlord. Landlord reserves the right to approve all contractors and mechanics proposed by Tenant to make such alterations and additions. Tenant shall retain title to all moveable furniture and trade fixtures placed in the Premises. All heating, lighting, electrical, air conditioning, partitioning, drapery, carpeting, and floor installations made by Tenant, together with all property that has become an integral part of the Premises (except for phone and data cabling and alterations or additions made without Landlord’s prior written consent which Tenant shall remove upon the expiration of the Term unless Landlord notifies Tenant in writing that such cabling is to remain in the Premises), shall not be deemed trade fixtures. Except as provided above, Tenant agrees that it will not proceed to make any alterations

or additions without having obtained consent from Landlord to do so, and until ten (10) days from receipt of such consent or, if consent is not required as provided above, until ten (10) days after Tenant notifies Landlord in writing of its intent to perform such alterations or additions, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work. Tenant shall, if required by Landlord, secure at Tenant’s own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for such work. Tenant further covenants and agrees that any mechanic’s lien filed against the Premises or against the Property for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10) days after the filing thereof, at the cost and expense of Tenant. Any exceptions to the foregoing must be made in writing and executed by both Landlord and Tenant.

11. UTILITIES AND SERVICES. Landlord shall furnish or caused to be furnished to the Premises the utilities and services described in Exhibit E. Janitorial service shall be provided in accordance with the specifications attached as Exhibit F. Tenant agrees to pay the cost of any utilities that are separately metered to Tenant directly to the provider of such utility. Landlord’s charge for after-hours usage of electricity for lighting and HVAC, as described in Exhibit E, shall be Thirty and no/100ths Dollars ($30.00) per hour. This charge shall be subject to adjustment to reflect any increase in cost to Landlord to provide these services. Landlord shall not be liable for, and Tenant shall not be entitled to any abatement or reduction of, Rent by reason of any interruption or failure of utility services to the Building when such interruption or failure is caused by fire, casualty, acts of God, strike, lockout, other labor troubles or inability to secure materials, governmental law or regulation or other cause of whatever kind beyond Landlord’s reasonable control, and Tenant shall not be entitled to any damages, nor shall any such failure relieve Tenant of the obligation to pay Rent provided for herein, or constitute or be construed as a constructive or other eviction of Tenant.

12. TAXES.

12.1 Real Property Taxes. Tenant shall pay to Landlord Tenant’s proportionate share of all Real Property Taxes, as provided for in Section 7.6.1 hereof. Tenant’s proportionate share of Real Property Taxes shall be Tenant’s Building Percentage of the Real Property Taxes levied or assessed against the Building plus Tenant’s Building Percentage of the Real Property Taxes levied or assessed against the Outside Area of the Property. The term “Real Property Taxes,” as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessment for public improvements and any increases resulting from reassessments caused by any change in ownership of the Property) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Property (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Property (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an

integral part of and located in the Property; or parking areas or public utilities, within the Property; and (ii) all costs and fees including attorneys’ fees, incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the Term of this Lease the taxation or assessment of the Property prevailing as of the Commencement Date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Property or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Property, on Landlord’s business of leasing the Property, or computed in any manner with respect to the operation of the Property, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based upon property or rents unrelated to the Property, then only that part of such Real Property Tax that is fairly allocated to the Property shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources.

12.2 Taxes on Tenant’s Property.

12.2.1 Tenant shall be liable for and shall pay before delinquency, taxes levied against any personal property or trade fixtures placed by Tenant in or about the Premises. If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property or if the assessed value of the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant and if Landlord, after notice to Tenant, pays the taxes based on such increased assessment, which Landlord shall have the right to do regardless of the validity thereof, but only under proper protest if requested by Tenant, Tenant shall within ten (10) days of Landlord’s written notice to Tenant, as the case may be, repay to Landlord the taxes so levied against Landlord, or the proportion of such taxes resulting from such increase in the assessment; provided that in any such event Tenant shall have the right, in the name of Landlord and with Landlord’s full cooperation, to bring suit in any court of competent jurisdiction to recover the amount of any such taxes so paid under protest, and any amount so recovered shall belong to Tenant.

12.2.2 If any tenant improvements performed in the Premises after the Lease Date, whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which standard office improvements in other space in the Building are assessed, then the Real Property Taxes levied against Landlord or the Property by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of 12.2.1 above. If the records of the County Assessor are available and sufficiently detailed to serve as a basis for determining whether said tenant improvements are assessed at a higher valuation than standard office improvements in other space in the Building, such records shall be binding on both Landlord and Tenant. If the records of the County Assessor are not available or sufficiently detailed to serve as a basis for making such determination, the actual cost of construction shall be used.

13. INSURANCE.

13.1 Tenant Insurance Requirements. Tenant, at Tenant’s expense, agrees to keep in force during the Term of this Lease:

13.1.1 All risk property insurance including theft, sprinkler leakage and boiler and machinery coverage on all of Tenant’s trade fixtures, furniture, inventory and other personal property in the Premises, and on any alterations, additions, or improvements made by Tenant upon the Premises all for the full replacement cost thereof. Tenant shall use the proceeds from such insurance for the replacement of trade fixtures, furniture, inventory and other personal property and for the restoration of Tenant’s improvements, alterations, and additions to the Premises. Landlord shall be named as loss payee with respect to alterations, additions, or improvements of the Premises. Landlord reserves the right to request Tenant to have an appraisal of its trade fixtures, furniture, inventory and other personal property in the Premises done not less than once every three (3) years during the Term at Tenant’s sole cost.

13.1.2 Business income and extra expense insurance with limits not less than one hundred percent (100%) of all charges payable by Tenant under this lease for a period of twelve (12) months.

13.1.3 Workers compensation and employers liability insurance. The employers liability insurance shall afford limits not less than $500,000 per accident, $500,000 per employee for bodily injury by disease, and $500,000 policy limit for bodily injury by disease. Such insurance shall comply with Tenant’s obligations to its employees under the laws of the state in which the Premises are located.

13.1.4 Commercial general liability insurance which insures against claims for bodily injury, personal injury, advertising injury, and property damage based upon, involving, or arising out of the use, occupancy, or maintenance of the Premises and the Property. Such insurance shall afford, at a minimum, the following limits:


Each Occurrence	$	1,000,000
General Aggregate		2,000,000
Products/Completed Operations Aggregate		1,000,000
Personal and Advertising Injury Liability		1,000,000
Fire Damage Legal Liability		50,000
Medical Payments		5,000

Any general aggregate limit shall apply on a per location basis. Tenant’s commercial general liability insurance shall name Landlord, its trustees, officers, directors, agents, and employees, Landlord’s mortgagees, and Landlord’s representatives, as additional insureds. This coverage shall include blanket contractual liability, broad form property damage liability, premises/operations and

products/completed operations hazards, and shall contain an exception to any pollution exclusion which insures damage or injury arising out of heat, smoke, or fumes from a hostile fire. Such insurance shall be written on an occurrence basis and contain a standard separation of insureds provision.

13.1.5 Business automobile liability insurance covering owned, hired and non-owned vehicles with limits of $1,000,000 combined single limit per occurrence.

13.1.6 Umbrella/excess liability insurance, on an occurrence basis, that applies excess of required commercial general liability, business automobile liability, and employers liability policies with the following minimum limits:


Each Occurrence	$	5,000,000
Annual Aggregate		5,000,000

These limits shall be in addition to and not including those stated for the underlying commercial general liability, business automobile liability, and employers liability insurance required herein. Such excess liability policies shall name Landlord, its trustees, officers, directors, agents, and employees, Landlord’s mortgagees, and Landlord’s representatives as additional insureds.

13.2 Tenant’s Insurer Rating; Certification of Insurance. All policies required to be carried by Tenant hereunder shall be issued by and binding upon an insurance company licensed to do business in the state in which the Property is located with a rating of at least “A-” “X” or better as set forth in the most current issue of Best’s Insurance reports, unless otherwise approved by Landlord. Tenant shall not do or permit anything to be done that would invalidate the insurance policies required herein. Liability insurance maintained by Tenant shall be primary coverage without right of contribution by any similar insurance that may be maintained by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord prior to delivery or possession of the Premises and ten (10) days following each renewal date. Certificates of insurance shall include an endorsement for each policy showing that Landlord, its trustees, officers, directors, agents, and employees, Landlord’s mortgagees, and Landlord’s representatives are included as additional insureds on liability policies and that Landlord is loss payee for property insurance. Further, the certificates must include an endorsement for each policy whereby the insurer agrees not to cancel, non-renew, or materially alter the policy without at least thirty (30) days’ prior written notice to Landlord.

13.2.1 In the event that Tenant fails to provide evidence of insurance required to be provided by Tenant in this Lease, prior to the Commencement Date and thereafter during the Term, within ten (10) days following Landlord’s request thereof, and thirty (30) days prior to the expiration of any such coverage, Landlord shall be authorized (but not required) to procure such coverage in the amount stated with all costs thereof to be chargeable to Tenant and payable upon written invoice thereof.

13.2.2 The limits of insurance required by this Lease, or as carried by Tenant, shall not limit the liability of Tenant or relieve Tenant of any obligation thereunder, except to the extent provided for under Section 13.4 below. Any deductibles selected by Tenant shall be the sole responsibility of Tenant.

13.2.3 Tenant insurance requirements stipulated in Section 13 are based upon current industry standards. Landlord reserves the right to require additional coverage or to increase limits as industry standards change.

13.2.4 Should Tenant engage the services of any contractor to perform work in the Premises, Tenant shall ensure that such contractor carries commercial general liability (including completed operations coverage for a period of three (3) years following completion of the work), business automobile liability, umbrella/excess liability, worker’s compensation and employers liability coverages in substantially the same amounts as are required of Tenant under this Lease. Contractor shall name Landlord, its trustees, officers, directors, agents and employees, Landlord’s mortgagees and Landlord’s representatives as additional insureds on the liability policies required hereunder.

All policies required to be carried by any contractor shall be issued by and binding upon an insurance company licensed to do business in the state in which the Property is located with a rating of at least “A—X” or better as set forth in the most current issue of Best’s Insurance Reports, unless otherwise approved by Landlord. Certificates of insurance, acceptable to Landlord, evidencing the existence and amount of each insurance policy required hereunder shall be delivered to Landlord prior to the commencement of any work in the Premises. Further, the certificates must include an endorsement for each policy whereby the insurer agrees not to cancel, non-renew, or materially alter the policy without at least thirty (30) days’ prior written notice to Landlord.

13.3 Landlord Insurance. Landlord shall procure and maintain the following:

13.3.1 All risk property insurance on the Property. Landlord shall not be obligated to insure any furniture, equipment, trade fixtures, machinery, goods, or supplies which Tenant may keep or maintain in the Premises or any alteration, addition, or improvement which Tenant may make upon the Premises. In addition, Landlord may elect to secure and maintain rental income insurance. Landlord may elect to self-insure for the coverage required under this section. If the annual cost to Landlord for such property or rental income insurance exceeds the standard rates because of the nature of Tenant’s operations, Tenant shall, upon receipt of appropriate invoices, reimburse Landlord for such increased cost.

13.3.2 Commercial general liability insurance, which shall be in addition to, and not in lieu of, insurance required to be maintained by Tenant. Landlord may elect to self-insure for this coverage. Tenant shall not be named as an additional insured on any policy of liability insurance maintained by Landlord.

13.4 Waiver of Subrogation. Landlord waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of the Premises to the extent that Landlord’s property insurance policies then in force insure against such damage or destruction and permit such waiver and only to the extent of insurance proceeds actually received by Landlord for such damage or destruction. Tenant waives any and all rights of recovery against Landlord for or arising out of damage to or destruction of any property of Tenant to the extent that Tenant’s property insurance policies then in force or the policies required by this Lease, whichever is broader, insure against such damage or destruction.

14. INDEMNIFICATION. Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of any person or damage to or destruction of property in or about the Premises or the Property by or from any cause whatsoever, including, without limitation, gas, fire, oil, electricity or leakage of any character from the roof, walls, basement or other portion of the Premises or the Property, but excluding, however, the gross negligence or willful misconduct of Landlord, its agents, servants, employees, invitees, or contractors of which gross negligence Landlord has knowledge and reasonable time to correct. Except as to injury to persons or damage to property the principal cause of which is the negligence or willful misconduct of Landlord, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all expenses, including reasonable attorneys’ fees, in connection therewith, arising out of any injury to or death of any person or damage to or destruction of property occurring in, on or about the Premises, or any part thereof, from any cause whatsoever.

15. COMPLIANCE.

15.1 Compliance with Laws. Tenant, at its sole cost and expense, shall promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now or hereafter in effect; with the requirements of any board of fire underwriters or other similar body now or hereafter constituted; and with any direction or occupancy certificate issued pursuant to law by any public officer; provided, however, that no such failure shall be deemed a breach of this provision if Tenant, immediately upon notification, commences to remedy or rectify said failure. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such law, statute, ordinance or governmental rule, regulation, requirement, direction or provision, shall be conclusive of that fact as between Landlord and Tenant. This Section shall not be interpreted as requiring Tenant to make structural changes or improvements except to the extent such structural changes or improvements are required as a result of Tenant’s use of the Premises. Tenant shall, at its sole cost and expense, comply with any and all requirements pertaining to Tenant’s use of the Premises, of any insurance organization or company, necessary for the maintenance of reasonable fire and public liability insurance covering the Premises.

15.2 Americans With Disabilities Act.

15.2.1 Except as provided below, and notwithstanding anything elsewhere in this Lease to the contrary, Landlord shall be responsible and pay for any alterations, modifications, additions or improvements to the Premises (as designed and configured as of the date of this Lease) and all Common Areas which may be required by (a) Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. 12101, et seq. (as it may be amended from time to time, the “Act”), (b) the Department of Justice regulations promulgated thereunder, as they may be amended from time to time, (c) any similar federal, state or local laws or regulations imposing accessibility standards, and (d) governmental orders pursuant to the foregoing laws (all of such laws, regulations and orders collectively, “Accessibility Laws”).

15.2.2 From and after the execution date of this Lease, Tenant covenants and agrees to conduct its operations, at Tenant’s sole cost and expense, in compliance with the Act.

15.2.3 In the event Tenant undertakes any alterations or improvements to, for or within the Premises, or if such alteration or improvements are necessitated by Tenant’s particular employee(s) or change of use of the Premises to a public accommodation, then Tenant agrees to cause such alterations to be performed, at Tenant’s sole cost and expense, in compliance with the Act. Additionally, if Landlord reasonably determines, after consultation and discussion with Tenant, that the Common Areas of the Building must be altered under the Act because of Tenant’s change of use of the Premises, all such alterations shall be made in compliance with the Act at Tenant’s sole cost and expense.

15.2.4 Tenant hereby agrees to indemnify and hold harmless Landlord and Landlord’s officers, directors, shareholders and employees (and, if requested by Landlord, to defend Landlord or such other indemnified parties by employment of legal counsel acceptable to Landlord) from and against any and all claims, demands, causes of action, costs, expenses (including attorneys’ fees and litigation costs), damages, fines, penalties and liabilities of whatsoever kind and nature which are asserted against or incurred by Landlord or other indemnified parties hereunder, which are based upon or arise out of or relate to a breach of Tenant covenants in this Section 15.

16. LIENS. Tenant shall keep the Premises and the Property free from any liens, arising out of any work performed, materials furnished or obligation incurred by Tenant. In the event that Tenant shall not, within ten (10) business days following the imposition of such lien, cause the same to be released of record, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but no obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord for such purpose, and all expenses incurred by it in connection therewith, shall be payable to Landlord by Tenant within seven (7) days of Landlord’s written notice to Tenant, with interest at the prime rate of interest as quoted by the Bank of America.

17. ASSIGNMENT AND SUBLETTING. Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent shall not be unreasonably withheld; provided, however, that Landlord’s consent shall not be required for any assignment or sublease to a subsidiary or

affiliate of Tenant or to any entity resulting from the merger or consolidation of Tenant with another entity so long as Tenant gives Landlord prior written notice of any such assignment or sublease and, in the event of an assignment (i) the assignee has a net worth, at the time of such assignment, that is equal to or greater than the net worth of Tenant immediately prior to such assignment, and (ii) the assignee assumes, in writing, for the benefit of Landlord all of Tenant’s obligations under the Lease. As a condition for granting its consent to any assignment, transfer, or subletting, Landlord may require Tenant to pay to Landlord, as Additional Rent, all rents or additional consideration received by Tenant from its assignees, transferees or subtenants in excess of the rent payable by Tenant to Landlord hereunder. Additionally, in the event of any default hereunder by Tenant, Landlord may require any subtenant or assignee to pay directly to Landlord on a monthly basis the rent and any other sums due to Tenant by such assignee or subtenant. Tenant shall, by forty-five (45) days’ prior notice, advise Landlord of its intent to assign this Lease or to sublet the Premises or any portion thereof for any part of the Term hereof. Within fifteen (15) business days after receipt of Tenant’s notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant’s notice on the date specified in Tenant’s notice by giving written notice of such election to terminate. If no such notice to terminate is given to Tenant within such fifteen (15) business day period, Tenant may proceed to locate an acceptable subtenant, assignee or other transferee for presentment to Landlord for Landlord’s approval, all in accordance with the terms, covenants and conditions of this Section 17. If Tenant intends to sublet the entire Premises and Landlord elects to terminate this Lease, this Lease shall be terminated on the date specified in Tenant’s notice. If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the Base Rent shall be adjusted on a pro rata basis to the area of the Premises retained by Tenant, and this Lease as so amended shall continue in full force and effect. In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, with the prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, or either in whole or in part sublet the Premises, without also having obtained the prior written consent of Landlord. A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant’s obligations hereunder or be deemed to be a consent to subsequent similar or dissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person. Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Lease by Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease. The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without the written consent of Landlord. As a condition to its consent, Landlord will require Tenant to pay all reasonable expenses (including without limitation, reasonable attorney and administrative fees) in connection with the assignment, and Landlord may require Tenant’s assignee or transferee (or other assignees or transferees) to assume in writing all of the obligations under this Lease.

18. SUBORDINATION, MORTGAGES AND QUIET ENJOYMENT. If Landlord’s title or leasehold interest is now or hereafter encumbered by a deed of trust, upon the interest of Landlord in the Property, to secure a loan from a lender (hereinafter referred to as “Lender”) to Landlord, Tenant shall, at the request of Landlord or Lender, execute in writing and deliver an

agreement subordinating its rights under this Lease to the lien of such deed of trust, or, if so requested, agree that the lien of Lender’s deed of trust shall be or remain subject and subordinate to the rights of Tenant under this Lease, provided that such agreement provides that Tenant’s tenancy shall not be disturbed so long as Tenant is not in default under this Lease. Notwithstanding any such subordination, Tenant’s possession under this Lease shall not be disturbed if Tenant is not in default and so long as Tenant shall pay all Rent and observe and perform all of the provisions set forth in this Lease.

19. ENTRY BY LANDLORD. Landlord reserves, and shall at all reasonable times have the right to enter the Premises to inspect them; to perform any services provided by Landlord hereunder; to submit the Premises to prospective purchasers, mortgagees or tenants; to post notices of nonresponsibility; and to alter, improve or repair the Premises and any portion of the Building, all without abatement of Rent. Landlord may erect scaffolding and other necessary structures in or through the Premises when reasonably required by the character of the work to be performed; provided, however, that the business of Tenant shall be interfered with to the least extent that is reasonably practical. For each of the foregoing purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in an emergency in order to obtain entry to the Premises. and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any portion thereof.

20. BANKRUPTCY, DEFAULT AND REMEDIES.

20.1 Bankruptcy. The commencement of a bankruptcy action or liquidation action or reorganization action or insolvency action or an assignment of or by Tenant for the benefit of creditors, or any similar action undertaken by Tenant, or the insolvency of Tenant, shall, at Landlord’s option, constitute a breach of this Lease by Tenant. If the trustee or receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject Tenant’s unexpired Lease, the trustee or receiver shall notify Landlord in writing of its election within thirty (30) days after an order for relief in a liquidation action or within thirty (30) days after the commencement of any action.

Within thirty (30) days after court approval of the assumption of this Lease, the trustee or receiver shall cure (or provide adequate assurance to the reasonable satisfaction of Landlord that the trustee or receiver shall cure) any and all previous defaults under the unexpired Lease and shall compensate Landlord for all actual pecuniary loss and shall provide adequate assurance of future performance under the Lease to the reasonable satisfaction of Landlord. Adequate assurance of future performance, as used herein, includes, but shall not be limited to: (i) assurance of source and payment of Rent, and other consideration due under this Lease; (ii) assurance that the assumption or assignment of this Lease will not breach substantially any provision, such as radius, location, use, or exclusivity provision, in any agreement relating to the Premises.

Nothing contained in this section shall affect the existing right of Landlord to refuse to accept an assignment upon commencement of or in connection with a bankruptcy, liquidation, reorganization or insolvency action or an assignment of Tenant for the benefit of creditors or other similar act. Nothing contained in this Lease shall be construed as giving or granting or creating an equity in the demised Premises to Tenant. In no event shall the leasehold estate under this Lease, or any interest therein, be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of Landlord. In no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings.

20.2 Default. The following shall constitute an “Event of Default:”

20.2.1 Tenant fails to pay, when due, Base Rent, Additional Rent, or any other payment or share that Tenant is required to pay under the terms of this Lease;

20.2.2 Tenant vacates or abandons the Premises;

20.2.3 This Lease or the Premises or any part of the Premises are taken upon execution or by other process of law directed against Tenant, or are taken upon or subject to any attachment at the instance of any creditor or claimant against Tenant, and the attachment is not discharged or disposed of within fifteen (15) days after its levy;

20.2.4 Tenant or any guarantor of Tenant’s obligations under this Lease files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or admits the material allegations of any such petition by answer or otherwise, or is dissolved or makes an assignment for the benefit of creditors;

20.2.5 Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Tenant are instituted against Tenant, or a receiver or trustee is appointed for all or substantially all of the property of Tenant or any guarantor of Tenant’s obligations under this Lease, and such proceeding is not dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment;

20.2.6 Tenant fails to take possession of the Premises on the Commencement Date of the Term;

20.2.7 Tenant attempts to assign, pledge, mortgage, transfer, or sublet Tenant’s interest under this Lease without Landlord’s prior written consent; or

20.2.8 Tenant breaches any agreements, terms, covenants, or conditions which this Lease requires Tenant to perform other than those set forth in subsections 20.2.1 through 20.2.7 above and such breach continues for a period of ten (10) days after notice from Landlord to Tenant; or if such breach cannot be cured reasonably within such ten (10) day period and

Tenant fails to commence and proceed diligently to cure such breach within a reasonable time period such reasonable time period not to exceed sixty (60) days:

If Landlord shall give two or more notices of default under this Section 20.2.8 for the same or any similar breach by Tenant within any twelve (12) month period under this Lease, then Landlord shall not be required to give any further notice under this Section 20.2.8 prior to exercising any right or remedy based upon the same or any similar breach occurring within one year after the date Landlord last gave notice to Tenant of any such breach. Any notice given pursuant to this Section 20.2 shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure regarding unlawful detainer actions.

20.2.9 If Tenant threatens or unreasonably annoys, disturbs or interferes with Landlord or another tenant of the Building.

20.3 Remedies. Upon an Event of Default of this Lease by Tenant, Landlord shall have the following rights and remedies in addition to any other rights or remedies available to Landlord at law or in equity:

20.3.1 The rights and remedies provided for by California Civil Code Section 1951.2, including but not limited to, recovery of the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of rental loss for the same period that Tenant proves could be reasonably avoided, as computed pursuant to subsection (b) of said Section 1951.2. Any proof by Tenant under subsection (2) and (3) of Section 1951.2 of the California Civil Code of the amount of rental loss that could be reasonably avoided shall be made in the following manner: Landlord and Tenant shall each select a licensed real estate broker in the business of renting property of the same type and use as the Premises and in the same geographic vicinity. Such two real estate brokers shall select a third licensed real estate broker, and the three licensed real estate brokers so selected shall determine the amount of the rental loss that could be reasonably avoided from the balance of the Term of this Lease after the time of award. The decision of the majority of said licensed real estate brokers shall be final and binding upon the parties hereto.

20.3.2 The rights and remedies provided by California Civil Code Section 1951.4 which allows Landlord to continue the Lease in effect and to enforce all of its rights and remedies under this Lease, including the right to recover rent as it becomes due, for so long as Landlord does not terminate Tenant’s right to possession; acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver upon Landlord’s initiative to protect its interest under this Lease shall not constitute a termination of Tenant’s right to possession.

20.3.3 The right to notify Tenant, in writing, that this Lease shall terminate as of the earliest day which the law permits or on any later date specified in such notice. Tenant’s right to possession of the Premises shall cease as of the date set forth in Landlord’s notice of termination. Neither the passage of time after the occurrence of an Event of Default nor Landlord’s exercise of any other remedy with regard to such Event of Default shall limit Landlord’s rights under this Section 20.3.3 and no notice from Landlord under this Article 20 or

under a forcible or unlawful entry and detainer statute or similar law will constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right following any re-entry to or reletting of the Premises to exercise its right to terminate this Lease by giving Tenant such written notice, in which event this Lease will terminate as specified in such notice.

20.3.4 The right and power, as attorney-in-fact for Tenant, to enter the Premises and remove therefrom all persons and property, to store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, and to sell such property and apply such proceeds therefrom pursuant to applicable California law. Landlord, as attorney-in-fact for Tenant, may from time to time sublet the Premises or any part thereof for such Term or terms (which may extend beyond the Term of this Lease) and at such rent and such other terms as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises. Upon each subletting, (a) Tenant shall be immediately liable to pay Landlord, in addition to indebtedness other than rent due hereunder, the cost of such subletting, including, but not limited to, reasonable attorneys’ fees, and any real estate commissions actually paid, and the cost of such alterations and repairs incurred by Landlord and the amount, if any, by which the rent hereunder for the period of such subletting (to the extent such period does not exceed the Term hereof) exceeds the amount to be paid as rent for the Premises for such period, or (b) at the option of Landlord, rents received from such subletting shall be applied first to payment of indebtedness other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs of such subletting and of such alterations and repairs; third, to payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same becomes due hereunder. If Tenant has been credited with any rent to be received by such subletting under option (a) and such rent shall not be promptly paid to Landlord by the subtenant(s), or if such rentals received from such subletting under option (b) during any month be less than that to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. For all purposes set forth in this Section 20.3.4, Landlord is hereby irrevocably appointed attorney-in-fact for Tenant, with power of substitution. No taking possession of the Premises by Landlord, as attorney-in-fact for Tenant, shall be construed as an election on its part to terminate this Lease unless a notice of such intention be given to Tenant. Notwithstanding any such subletting without termination, Landlord may at any time hereafter elect to terminate this Lease for such previous breach.

21. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any time during the Term of this Lease; and if Tenant shall abandon, vacate or surrender the Premises, or be dispossessed by the process of law, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be mortgaged to Landlord.

22. DESTRUCTION. In the event the Premises are destroyed in whole or in part from any cause, except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under Section 10, Landlord may, at its option: (a) rebuild or restore the Premises to their condition prior to the damage or destruction; or (b) terminate this Lease.

22.1 If Landlord does not give Tenant notice in writing within thirty (30) days from the destruction of the Premises of its election to either rebuild and restore the Premises, or to terminate this Lease, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord agrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction. Tenant shall be entitled to a reduction in Rent while such repair is being made in the proportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises. If Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period to be extended for delays caused by the fault or neglect of Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by written notice to Landlord within ten (10) days after the expiration of such one hundred eighty (180) day period. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or restore shall be limited to the Building and interior improvements constructed by Landlord as they existed as of the Commencement Date and shall not include restoration of Tenant’s trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall replace or fully repair at Tenant’s sole cost and expense provided this Lease is not terminated according to the provisions above.

22.2 Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2 and of Section 1933, Subdivision 4 of the California Civil Code.

22.3 If the Building is damaged or destroyed to the extent of not less than thirty-three percent (33%) of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. If the destruction of the Premises is caused by Tenant, Tenant shall pay the deductible portion of Landlord’s insurance proceeds.

23. EMINENT DOMAIN. If all or any part of the Premises is taken by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date title vests in the condemnor. Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for the value of any unexpired Term of this Lease. Notwithstanding the foregoing, any compensation specifically awarded to Tenant for loss of business, Tenant’s personal property, moving cost or loss of goodwill, shall be and remain the property of Tenant.

23.1 If (i) any action or proceeding is commenced for such taking of the Premises or any part thereof, or (ii) any of the foregoing events occur with respect to the taking of any space in the Building not leased hereby, or if any such spaces so taken or conveyed in lieu of such taking and Landlord shall decide to discontinue the use and operation of the Building, or decide to demolish, alter or rebuild the Building, then, in any of such events Landlord shall have the right to terminate this Lease by giving Tenant written notice thereof within sixty (60) days of the date of receipt of such written advice, or commencement of such action or proceeding, or taking conveyance, which termination shall take place as of the first to occur of the last day of the calendar month next following the month in which such notice is given or the date on which title to the Premises shall vest in the condemnor.

23.2 In the event of such a partial taking or conveyance of the Premises, if the portion of the Premises so taken or conveyed is so substantial that Tenant can no longer reasonably conduct its business, Tenant shall have the privilege of terminating this Lease within sixty (60) days from the date of such taking or conveyance, upon written notice to Landlord of its intention to do so, and upon giving of such notice this Lease shall terminate on the last day of the calendar month next following the month in which such notice is given, upon payment by Tenant of the Rent from the date of such taking or conveyance to the date of termination.

23.3 If a portion of the Premises is taken by condemnation or conveyance in lieu thereof and neither Landlord nor Tenant shall terminate this Lease as provided herein, this Lease shall continue in full force and effect as to the part of the Premises not taken or conveyed, and the Rent shall be apportioned as of the date of such taking or conveyance so that thereafter the Rent to be paid by Tenant shall be in the ratio that the area of the Premises not taken or conveyed bears to the total area of the Premises prior to such taking or conveyance.

24. SALE OR CONVEYANCE BY LANDLORD. In the event of a sale or conveyance of the Property or any interest therein, by any owner of the reversion then constituting Landlord, the transferor shall thereby be released from any further liability upon any of the terms, covenants or conditions (express or implied) herein contained in favor of Tenant, and in such event, insofar as such transfer is concerned. Tenant agrees to look solely to the successor in interest of such transferor in and to the Property and this Lease. This Lease shall not be affected by any such sale or conveyance, and Tenant agrees to attorn to the successor in interest of such transferor.

25. ATTORNMENT TO LENDER OR THIRD PARTY. In the event the interest of Landlord in the Property (whether such interest of Landlord is a fee title interest or a leasehold interest) is encumbered by deed of trust, and such interest is acquired by the lender or any third party through judicial foreclosure or by exercise of a power of sale at private trustee’s foreclosure sale, Tenant hereby agrees to attorn to the purchaser at any such foreclosure sale and to recognize such purchaser as the Landlord under this Lease. In the event the lien of the deed of trust securing the loan from a lender to Landlord is prior and paramount to the Lease, this Lease shall nonetheless continue in full force and effect for the remainder of the unexpired Term hereof, at the same rental herein reserved and upon all the other terms, conditions and covenants herein contained.

26. HOLDING OVER. Any holding over by Tenant after expiration or other termination of the Term of this Lease with the written consent of Landlord delivered to Tenant shall not constitute a renewal or extension of this Lease or give Tenant any rights in or to the leased Premises except as expressly provided in this Lease. Any holding over after the expiration or other termination of the Term of this Lease, with or without the consent of Landlord, shall be construed to be a tenancy from month to month, on the same terms and conditions herein specified insofar as applicable except that the monthly Base Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the monthly Base Rent required during the last month of the Term.

27. CERTIFICATE OF ESTOPPEL. Tenant shall at any time upon not less than ten (10) days prior notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing in such form as requested by Landlord, or Landlord’s lender (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the Rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults, if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant that this Lease is in full force and effect, without modification except as may be represented by Landlord; that there are no uncured defaults in Landlord’s performance, and that not more than one month’s Rent has been paid in advance.

28. CONSTRUCTION CHANGES. It is understood that the description of the Premises and the location of the ductwork, plumbing and other facilities therein are subject to such minor changes as Landlord or Landlord’s architect determines to be desirable in the course of construction of the Premises, and no such changes, or any changes in plans for any other portions of the Property shall affect this Lease or entitle Tenant to any reduction of rent hereunder or result in any liability of Landlord to Tenant. Landlord does not guaranty the accuracy of any drawings supplied to Tenant and verification of the accuracy of such drawings rests with Tenant.

29. RIGHT OF LANDLORD TO PERFORM. All terms, covenants and conditions of this Lease to be performed or observed by Tenant shall be performed or observed by Tenant at Tenant’s sole cost and expense and without any reduction or abatement of Rent. If Tenant shall fail to pay any sum of money, or other rent, required to be paid by Tenant hereunder or shall fail to perform any other term or covenant hereunder on its part to be performed, Landlord, without waiving or releasing Tenant from any obligation of Tenant hereunder, may, but shall not be obligated to, make any such payment or perform any such other term or covenant on Tenant’s part to be performed. All sums so paid by Landlord and all necessary costs of such performance by Landlord together with interest thereon at the rate of the prime rate of interest per annum as quoted by the Bank of America from the date of such payment or performance by Landlord, shall be paid (and Tenant covenants to make such payment) to Landlord on demand by Landlord, and Landlord shall have (in addition to any other right or remedy of Landlord) all the rights and remedies in the event of nonpayment by Tenant as in the case of failure by Tenant in the payment of rent hereunder.

30. ATTORNEYS’ FEES. In the event of any legal action or proceeding to enforce or interpret any provision of this Lease or to protect or establish any right or remedy of any party, the unsuccessful party to such action or proceeding, whether settled or prosecuted to final judgment, shall pay to the prevailing party as finally determined, all costs and expenses, including attorneys’ fees and costs (including attorneys’ fees on appeal, and costs and expenses incurred in out-of-court negotiations, workouts and/or settlements or in seeking relief from stay or otherwise seeking to protect its rights in any bankruptcy proceeding) incurred by such prevailing party in such action or proceeding, in enforcing such judgment, and in connection with any appeal from such judgment. Attorneys’ fees and costs incurred in enforcing any judgment or in connection with any appeal shall be recoverable separately from and in addition to any other amount included in such judgment. This Section 30 is intended to be severable from the other provisions of this Lease, and the prevailing party’s rights under this Section 30 shall not merge into any judgment and any judgment shall survive until all such fees and costs have been paid.

31. WAIVER. The waiver by either party of the other party’s failure to perform or observe any term, covenant or condition herein contained to be performed or observed by such waiving party shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent failure of the party failing to perform or observe the same or any other such term, covenant or condition therein contained, and no custom or practice which may develop between the parties hereto during the Term hereof shall be deemed a waiver of, or in any way affect, the right of either party to insist upon performance and observance by the other party in strict accordance with the terms hereof.

32. NOTICES. All notices, demands, requests, advices or designations which may be or are required to be given by either party to the other hereunder shall be in writing. All notices demands, requests, advices or designations by Landlord to Tenant shall be sufficiently given, made or delivered if personally served on Tenant by leaving the same at the Premises, or if sent by United States certified or registered mail, postage prepaid, addressed to Tenant at the address set forth in Item 3 of the Basic Lease Terms. All notices, demands, requests, advices or designations by Tenant to Landlord shall be sent by United States certified or registered mail, postage prepaid, or any other nationally recognized reputable delivery service, or by fax with electronic or telephonic confirmation addressed to Landlord c/o Streamline, 7901 Stoneridge Drive, Suite 205, Pleasanton, CA 94588, Attn: Property Manager. Each notice, request, demand, advice or designation referred to in this Section shall be deemed received on the date of receipt, or date of the personal service or two days after date of mailing thereof if mailed in the manner herein provided, as the case may be.

33. EXAMINATION OF LEASE. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and this instrument is not effective as a lease or otherwise until its execution and delivery by both Landlord and Tenant.

34. DEFAULT BY LANDLORD. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event earlier than thirty (30) days after written notice by Tenant to Landlord and the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have heretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performing within such thirty (30) day period and thereafter diligently prosecutes the same to completion.

35. CORPORATE AUTHORITY. If Tenant is a corporation (or a partnership), Tenant represents that each individual executing this Lease on behalf of said corporation (or partnership) is duly authorized to execute and deliver this Lease on behalf of said corporation (or partnership) in accordance with the by-laws of such corporation (or partnership in accordance with the partnership agreement) and that this Lease is binding upon said corporation (or partnership) in accordance with its terms. Tenant shall, within thirty (30) days after execution of this Lease, deliver to Landlord either a certified copy of the resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this Lease or a certificate of its corporate secretary regarding the incumbency and authority of the individual executing this Lease on behalf of Tenant.

36. LIMITATION OF LIABILITY. In consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord:

36.1 the sole and exclusive remedy shall be against the Building;

36.2 no partner, shareholder, director, or officer of Landlord shall be sued or named as party in any suit or action (except as may be necessary to secure jurisdiction of Landlord);

36.3 no service of process shall be made against any partner, shareholder, director, or officer of Landlord (except as may be necessary to secure jurisdiction of Landlord);

36.4 no partner, shareholder, director, or officer of Landlord shall be required to answer or otherwise plead to any service of process;

36.5 no judgment will be taken against any partner, director, or officer of Landlord;

36.6 any judgment taken against any partner, shareholder, director, or officer of Landlord may be vacated and set aside at any time without hearing;

36.7 no writ of execution will ever be levied against the assets of any partner, director, or officer of Landlord;

36.8 these covenants and agreements are enforceable both by Landlord and also by any partner, shareholder, director, or officer of Landlord.

Tenant agrees that each of the foregoing covenants and agreements shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by statute or at common law.

37. BROKERS. Tenant warrants that the Brokers set forth in Item 15 of the Basic Lease Terms are the only real estate brokers or agents with whom it dealt in connection with the negotiation of this Lease and that Tenant knows of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Landlord warrants that the Brokers set forth in Item 15 of the Basic Lease Terms are the only real estate brokers or agents with whom it dealt in connection with the negotiation of this Lease and that Landlord knows of no other real estate broker or agent who is entitled to a commission in connection with this Lease, and to the extent Tenant and Landlord has breached this representation/warranty, the breaching party agrees to indemnify and hold harmless the non-breaching party from the claim or claims of any other broker or brokers claiming to have interested Tenant in the Building or Premises or claiming to have Tenant to enter this Lease.

38. SIGNS. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside of the Premises or to any exterior windows of the Premises without the written consent of Landlord first had and obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. If Tenant is allowed to print or affix or in any way place a sign in, on, or about the Premises, upon expiration or other sooner termination of this Lease, Tenant at Tenant’s sole cost and expense, shall both remove such sign and repair all damage in such manner as to restore all aspects of the appearance of the Premises to the condition prior to the placement of said sign. Landlord shall provide, at Landlord’s sole cost and expense, Building-standard signage on or about the exterior door of the Premises and a listing in the Building directory. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises.

39. ASSESSMENTS.

39.1 Assessment Districts. Tenant acknowledges that the Property is subject to assessment districts, including, but not limited to, improvement districts, maintenance districts, public utility districts, special utility districts, special service zones or districts or any combination thereof (collectively “Assessment Districts”), for the construction, alteration, expansion, improvements, completion, repair, operation or maintenance, as the case may be, of on-site or off-site improvements, or services, or any combination thereof, as required by the City of Pleasanton as a condition of approving the development of Hacienda Business Park, of which the Property is a part. These Assessment Districts may provide, among other things, the following improvements or services: streets, curbs, interchanges, highways, traffic noise studies and mitigation measures, traffic control systems and expansion of city facilities to operate same, landscaping and lighting maintenance services, maintenance of flood control facilities, water storage and distribution facilities, and fire apparatus, manpower and other fire safety facilities.

39.2 Consent to Formation. Tenant hereby consents to the formation of any and all of the Assessment Districts and waives any and all rights of notice and any and all rights of protest in connection with formation of the Assessment Districts and agrees to execute all documents, including, but not limited to, formal waivers of notice and protest evidencing such consent and waiver upon request of Landlord or the City of Pleasanton.

40. MORTGAGEE PROTECTION CLAUSE. Tenant agrees to give any mortgagees and/or trust deed holders (“Holders”), by registered mail, a copy of any notice of default served upon the Landlord, provided that prior to such notice Tenant has been notified, in writing (by way of notice of assignment of rents and leases, or otherwise) of the address of such Holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Holders shall have an additional sixty (60) days within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary if within such sixty (60) days, any Holder has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure) in which event this Lease shall not be terminated while such remedies are being so diligently pursued.

41. HAZARDOUS MATERIALS.

41.1. “Hazardous Materials” shall mean any substance or material which has been determined by any state, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property, including all of those materials and substances designated as hazardous or toxic by any municipal, county, state or federal rule, law, or regulation. Without limiting the generality of the foregoing, the term “Hazardous Materials” shall include asbestos or asbestos containing material, polychlorinated biphenyls in concentrations greater than 50 parts per million, hazardous waste identified in accordance with Section 3001 of the Federal Resource Conservation and Recovery Act of 1976, as amended, substances defined as “hazardous substances” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9061; et seq.; Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1802; and Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 et seq., and all of those materials and substances defined as “hazardous waste” in California Health and Safety Code Section 25117 and Section 66160 of Title 26 of the California Code of Regulations, Division 22, as the same shall be amended from time to time, or any other materials requiring remediation under federal, state or local statutes, ordinances, regulations or policies.

41.2 Tenant shall not introduce any Hazardous Materials in, on or adjacent to the Premises or the Property without complying with all applicable federal, state and local laws, rules, regulations, and policies relating to the storage, use, release, disposal, and clean-up of Hazardous Materials, including, but not limited to, the obtaining of proper permits. Tenant shall immediately notify Landlord of any inquiry, test, investigation, or enforcement proceeding by or against Tenant or the Premises concerning any Hazardous Materials. If Tenant’s storage, use, release or disposal of any Hazardous Materials in, on or adjacent to the Premises or the Property results in any contamination of the Premises, the Property, or the soil or surface or groundwater

in or about the Property, Tenant shall remove the contamination at its expense. Tenant further agrees to indemnify, defend and hold Landlord harmless from and against any claims, suits, causes of action, costs, fees, judgments and liabilities, including attorneys’ fees and costs, arising out of or in connection with any clean-up work, inquiry or enforcement proceeding in connection therewith, and any Hazardous Materials used, stored or disposed of by Tenant or its agents, employees, contractors or invitees. Tenant’s obligations under this Section 41 shall survive termination of this Lease. Tenant shall also pay to Landlord upon demand, the cost of any inspections ordered by Landlord should the results of those inspections indicate that Tenant caused or permitted any of the contamination found in the Premises or the Property.

42. INTENTIONALLY OMITTED

43. MISCELLANEOUS AND GENERAL PROVISIONS.

43.1 Tenant shall not, without the written consent of Landlord, use the name of the Building, Property, or Park for any purpose other than as the address of the business conducted by Tenant in the Premises.

43.2 This Lease shall in all respects be governed by and construed in accordance with the laws of the State of California. If any provision of this Lease shall be invalid or unenforceable or ineffective for any reason whatsoever, all other provisions hereof shall be and remain in full force and effect.

43.3 The term “Premises” includes the space leased hereby and any improvements now or hereafter installed therein or attached thereto. The term “Landlord” or any pronoun used in place thereof includes the plural as well as the singular and the successors and assigns of Landlord. The term “Tenant” or any pronoun used in place thereof includes the plural as well as the singular and individuals, firms, associations, partnerships, and corporations, and their and each of their respective heirs, executors, administrators, successors and permitted assigns, according to the context hereof, and the provisions of this Lease, shall inure to the benefit of and bind such heirs, executors, administrators, successors and permitted assigns. The term “person” includes the plural as well as the singular and individuals, firms, associations, partnerships and corporations. Words used in any gender include other genders. If there be more than one Tenant the obligations of Tenant hereunder are joint and several. The Section headings of this Lease are for convenience or reference only and shall have no effect upon the construction or interpretation of any provision hereof.

43.4 Time is of the essence of this Lease and of each and all of its provisions.

43.5 At the expiration or earlier termination of this Lease, Tenant shall execute, acknowledge and deliver to Landlord, within ten (10) days after written demand by Landlord to Tenant, any quitclaim deed or other document required by any reputable title company, licensed to operate in the State of California, to remove the cloud or encumbrance created by this Lease from the real property of which Tenant’s Premises are a part.

43.6 This instrument along with any exhibits and attachments hereto constitute the entire agreement between Landlord and Tenant relative to the Premises and this agreement and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both Landlord and Tenant. Landlord and Tenant agree hereby that all prior or contemporaneous oral agreements between and among themselves and their agents or representatives relative to the leasing of the Premises are merged in or revoked by this agreement.

43.7 Neither Landlord nor Tenant shall record this Lease or a short form memorandum hereof without the consent of the other.

43.8 Tenant further agrees to execute any amendments required by a lender to enable Landlord to obtain financing, so long as Tenant’s rights hereunder are not substantially affected.

43.9 Except as provided herein, Landlord and Tenant agree that each has had an opportunity to determine to its satisfaction the actual area of the Premises and the Building. All measurements of area contained in this Lease are conclusively agreed to be correct and binding on the parties, even if a subsequent measurement of one of these areas determines that it is more or less than the area reflected in this Lease. Any such subsequent determination that the rentable area is more or less than the rentable area shown in this Lease shall not result in a change in any of the computations of rent, Tenant’s Building Percentage, improvement allowances, if any, or any other matters described in this Lease where area is a factor.

43.10 Clauses, plats and riders, if any, signed by Landlord and Tenant and endorsed on or affixed to this Lease are a part hereof.

43.11 Tenant covenants and agrees that no diminution or shutting off of light, air or view by any structure which may be hereafter erected (whether or not by Landlord) shall in any way affect this Lease, entitle Tenant to any reduction of rent hereunder or result in any liability of Landlord to Tenant.

44. OPTION TO EXTEND. Provided that Tenant is not in default hereunder, either at the time of exercise or at the time the extended term commences, Tenant shall have the option to extend the initial Term of this Lease for an additional period of twelve (12) months (i.e., from February 1, 2011 through January 31, 2012) (“Lease Option Period”) on the same terms, covenants and conditions provided herein, except that upon such renewal the Base Rent due hereunder shall be $6,148.90 per month. Without limiting the foregoing, Tenant acknowledges that Tenant shall remain obligated to pay Building Operating Expenses and the Outside Area Expenses and any other Additional Rent in the manner provided for in this Lease during the Lease Option Period. Tenant shall exercise its option by giving Landlord written notice (“Lease Option Notice”) no later than October 31, 2011. If Tenant fails to deliver the Lease Option Notice by October 31, 2011, the right granted hereunder shall automatically terminate and the Lease shall expire on January 31, 2011 pursuant to its terms. Time is of the essence in the delivery of the Lease Option Notice.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Lease as of the day and year first above written.


LANDLORD		TENANT

HACIENDA PLEASANTON PARK MD PARENT, LLC, a California limited liability company		VERTICALS ONDEMAND, INC., a Delaware corporation

By:	/s/ Manny Del Arroz	By:	/s/ Peter Gassner
Name:	Manny Del Arroz	Its:	Peter Gassner
Title:	Manager	Title:	CEO

EXHIBIT A

PREMISES

LOGO

EXHIBIT B

PROPERTY

The Property referred to herein is situated in the City of Pleasanton, County of Alameda, State of California, and is described as follows:

All of lot 3, as shown on parcel map 3858, Hacienda Business Park, recorded August 13,1982, in book 135 of maps, at pages 49-56, Alameda County records, and as shown on the amended map thereof, filed November 3, 1986, in book 165 of maps, pages 1 through 20.

EXHIBIT C

INTENTIONALLY OMITTED

EXHIBIT D

RULES AND REGULATIONS

No sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the outside or inside of the Building without the prior written consent of Landlord. Landlord shall have the right to remove, at Tenant’s expense and without notice, any sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by a person chosen by Landlord.

If Landlord objects in writing to any curtains, blinds, shades, screens or hanging plants or other similar objects attached to or used in connection with any window or door of the Premises, Tenant shall immediately discontinue such use. No awning shall be permitted on any part of the Premises. Tenant shall not place anything against or near glass partitions or doors or windows which may appear unsightly from outside the Premises.

Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators, escalators, or stairways of the Building. The halls, passages, exits, entrances, shopping malls, elevators, escalators and stairways are not open to the general public. Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interest of the Building and its tenants; provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant shall go upon the roof of the Building.

4.	The directory of the Building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude any other names therefrom.

All cleaning and janitorial services for the Premises shall be provided exclusively through Landlord, and except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be employed by Tenant or permitted to enter the Building for the purpose of cleaning the same. Tenant shall not cause any unnecessary labor by carelessness or indifference to the good order and cleanliness of the Premises. Landlord shall not in any way be responsible to any tenant for any loss of property on the Premises, however occurring, or for any damage to any Tenant’s property by the janitor or any other employee or any other person.

Landlord will furnish Tenant, free of charge, with two keys to each door lock in the Premises. Landlord may make a reasonable charge for any additional keys. Tenant shall not make or have made additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on any door of its Premises. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys of all doors which have been furnished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor.

7.	If Tenant requires telegraphic, telephonic, burglar alarm or similar services, Tenant shall first obtain, and comply with, Landlord’s instructions in their installation.

Any freight elevator shall be available for use by all tenants in the Building, subject to such reasonable scheduling as Landlord in its discretion shall deem appropriate. No equipment, materials, furniture, packages, supplies, merchandise or other property will be received in the Building or carried in the elevators except between such hours and in such elevators as may be designated by Landlord.

Tenant shall not place a load upon any floor of the Premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribe the weight, size and position of all equipment, materials, furniture or other property brought into the Building. Heavy objects shall, if considered necessary by Landlord, stand on such platforms as determined by Landlord to be necessary to properly distribute the weight. Business machines and mechanical equipment belonging to Tenant, which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenants in the Building, shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of the Building must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to the Building by maintaining or moving such equipment or other property shall be repaired at the expense of Tenant.

10.

Tenant shall not use or keep in the Premises any kerosene, gasoline or other inflammable or combustible fluid or material other than those limited quantities necessary for the operation or maintenance of office equipment. Tenant shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations, nor shall Tenant bring into or keep in or about the Premises any birds or animals.

11.	Tenant shall not use any method of heating or air conditioning other than that supplied by Landlord.

12.

Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air-conditioning and to comply with any governmental energy-saving rules, laws or regulations of which Tenant has actual notice, and shall refrain from adjusting controls. Tenant shall keep corridor doors closed, and shall close window coverings at the end of each business day.

13.	Landlord reserves the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building.

14.

Landlord reserves the right to exclude from the Building between the hours of 6 p.m. and 7 a.m. the following day, or such other hours as may be established from time to time by Landlord, and on Sundays and legal holidays, any person unless that person is known to the person or employee in charge of the Building and has a pass or is properly identified. Tenant shall be responsible for all persons for whom it requests passes and shall be liable to Landlord for all acts of such persons. Landlord shall not be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. Landlord reserves the right to prevent access to the Building in case of invasion, mob, riot, public excitement or other commotion by closing the doors or by other appropriate action.

15.

Tenant shall close and lock the doors of its Premises and entirely shut off all water faucets or other water apparatus, and electricity, gas or air outlets before tenant and its employees leave the Premises. Tenant shall be responsible for any damage or injuries sustained by other tenants or occupants of the Building or by Landlord for noncompliance with this rule.

16.	Tenant shall not accept barbering or bootblacking service upon the Premises, except at such hours and under such regulations as may be fixed by Landlord.

17.

The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or invitees, shall have caused it.

18.

Tenant shall not sell, or permit the sale at retail, of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise to the general public in or on the Premises. Tenant shall not make any room-to-room solicitation of business from other tenants in the Building. Tenant shall not use the Premises for any business or activity other than that specifically provided for in Tenant’s Lease.

19.	Tenant shall not install any radio or television antenna, loudspeaker or other devise on the roof or exterior walls of the Building. Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

20.

Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof. Landlord reserves the right to direct electricians as to where and how telephone and telegraph wires are to be introduced to the Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.

21.	Tenant shall not install, maintain or operate upon the Premises any vending machine without the written consent of Landlord.

22.	Canvassing, soliciting and distribution of handbills or any other written material, and peddling in the Building are prohibited, and each tenant shall cooperate to prevent same.

23.	Landlord reserves the right to exclude or expel from the Building any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the Rules and Regulations of this Building.

24.

Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord.

25.

The Premises shall not be used for the storage of merchandise held for sale to the general public, or for lodging or for manufacturing of any kind, nor shall the Premises be used for any improper, immoral or objectionable purpose. No cooking shall be done or permitted by any tenant on the Premises, except that use by Tenant of Underwriters’ Laboratory-approved equipment for brewing coffee, tea, hot chocolate and similar beverages shall be permitted, provided that such equipment and use is in accordance with all applicable federal, state, county and city laws, codes, ordinances, rules and regulations.

26.	Tenant shall not use in any space or in the public halls of the Building any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve. Tenant shall not bring any other vehicles of any kind into the Building.

27.	Without the written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address.

28.	Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

29.	Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.

30.

The requirements of Tenant will be attended to only upon appropriate application to the office of the Building by an authorized individual. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employee of Landlord will admit any person (Tenant or otherwise) to any office without specific instructions from Landlord.

31.

Tenant shall not park its vehicles in any parking areas designated by Landlord as areas for parking by visitors to the Building. Tenant shall not leave vehicles in the Building parking areas overnight nor park any vehicles in the Building parking areas other than automobiles, motorcycles, motor driven or non-motor driven bicycles or four-wheeled trucks.

32.	Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or any other tenant, but no such waiver by Landlord shall be construed as a continuous waiver of such Rules and Regulations against any or all of the tenants of the Building.

33.	These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Building.

34.

Landlord reserves the right to make such other reasonable Rules and Regulations as, in its judgment, may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.

35.	Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s employees, agents, clients, customers, invitees and guests.

EXHIBIT E

UTILITIES AND SERVICES

The following standards for utilities and services are in effect. Landlord reserves the right to adopt nondiscriminatory modifications and additions hereto.

As long as Tenant is not in default under any of the terms, covenants, conditions, provisions or agreements of this Lease, Landlord shall:

(a) Provide unattended automatic elevator facilities Monday through Friday, except holidays, from 6 a.m. to 8 p.m.

(b) On Monday through Friday, except holidays, from 7 a.m. to 6 p.m. (and other times for a reasonable additional charge to be fixed by Landlord), ventilate the Premises and furnish air conditioning or heating on such days and hours when in the judgment of Landlord and Tenant it may be required for the comfortable occupancy of the Premises. The air conditioning system achieves maximum cooling when the window coverings are closed. Tenant agrees to cooperate fully at all times with Landlord and to abide by all regulations and requirements which Landlord may prescribe for the proper functioning and protection of the air conditioning system. Tenant agrees not to connect any apparatus, device, conduit or pipe to the Building’s chilled and hot water air conditioning supply lines. Tenant further agrees that neither Tenant nor its servants, employees, agents, visitors, licensees or contractors shall at any time enter mechanical installations or facilities of the Building or adjusts, tamper with, touch or otherwise in any manner affect such installations or facilities.

(c) Furnish to the Premises, during usual business hours on business days, electric current as required by the Building standard office lighting and fractional horsepower office business machines in the amount of approximately five (5) watts per square foot. Tenant agrees, should its electrical installation or electrical consumption be in excess of the aforesaid quantity or extend beyond normal business hours, to reimburse Landlord monthly for the measured consumption at the terms, classifications and rate charges to similar consumers by the public utility serving the neighborhood in which the Building is located. If a separate meter is not installed at Tenant’s cost, such excess cost will be established by an estimate agreed upon by Landlord and Tenant, and if the parties fail to agree, as established by an independent licensed engineer. Tenant agrees not to use an apparatus or device in, or upon, or about the Premises which may in any way increase the amount of such services usually furnished or supplied to the Premises, and Tenant further agrees not to connect any apparatus or device with wires, conduits or pipes, or other means by which such services are supplied, for the purpose of using additional or unusual amounts of such services without written consent of Landlord. If Tenant uses such services to excess, the refusal on the part of Tenant to pay upon demand of Landlord the amount established by Landlord for such excess charge shall constitute a breach of the obligation to pay rent under this Lease and shall entitle Landlord to the rights therein granted for such breach. At all times Tenant’s use of electric current shall never exceed the capacity of the feeders to the Building or the risers or wiring installation and Tenant shall not install or use or permit the installation or use of any non-personal computer or electronic data processing equipment in the Premises without the prior written consent of Landlord which consent shall not be unreasonably withheld.

(d) Make water available in public areas for drinking and lavatory purposes only, but if Tenant requires, uses or consumes water for any purposes in addition to ordinary drinking and lavatory purposes of which fact Tenant constitutes Landlord to be the sole judge, Landlord may install a water meter and thereby measure Tenant’s water consumption for all purposes.

(e) Provide janitorial service to the Premises, as described in Exhibit F attached, provided that the Premises are used exclusively as offices, and are kept reasonably in order by Tenant, and if to be kept clean by Tenant, no one other than persons approved by Landlord shall be permitted to enter the Premises for such purposes. If the Premises are not used exclusively as offices, the Premises shall be kept clean and in order by Tenant, at Tenant’s expense, and to the satisfaction of Landlord, and by persons approved by Landlord. Tenant shall pay to Landlord the cost of removal of any of Tenant’s refuse and rubbish to the extent any of the same exceeds the refuse and rubbish usually attendant upon the use of the Premises as offices.

(f) Landlord reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning and electric systems when necessary by reason of accident or emergency. Provided that forty-eight (48) hours prior notice is given to Tenant by Landlord, Landlord reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning and electrical systems for repairs, alterations or improvements which, in the judgment of Landlord, are desirable or necessary to be made. Landlord shall have no responsibility or liability for failure to supply elevator facilities, plumbing, ventilating, air conditioning or electric service until such repairs, alterations or improvements have been completed or when prevented from doing so by strike or accident or by any cause beyond Landlord’s reasonable control, or by laws, rules, orders, ordinances, directions, regulations or requirements of any federal, state, county or municipal authority or failure of gas, oil or other suitable fuel supply or inability by exercise of reasonable diligence to obtain gas, oil or other suitable fuel. It is expressly understood and agreed that any covenants on Landlord’s part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements of this Lease, or to perform any act or thing for the benefit of Tenant, shall not be deemed breached if Landlord is unable to furnish or perform the same by virtue of strike or labor trouble or any other cause whatsoever beyond Landlord’s reasonable control.

(g) Landlord shall pay all charges for water, gas, electricity, sewer service, and outside waste pickup incurred in connection with general office use of the Premises during normal business hours. If Tenant uses an abnormal of such utilities or uses such utilities outside of normal business hours, Tenant shall pay all utility charges incurred in connection with such use upon demand by Landlord.

EXHIBIT F

TENANT’S JANITORIAL SERVICE


Daily:		(Saturdays, Sundays and holidays excepted) Sweep floor tile and vacuum floors in the Premises and all Building areas used by Tenant; dust furniture, equipment, woodwork and other dusty surfaces in the Premises; clean ash trays and empty wastebaskets; and wash all fixtures and floors in toilet rooms.

Weekly:		Vacuum carpet with beater type vacuum cleaner.

Monthly:		Wash tile floors, if any.

Quarterly:		Wash partition glass.

6 Months:		Wax tile floors. Wash interior and exterior of windows. Wash lighting fixtures and lamps.

Annually:		Shampoo carpet.

Replace fluorescent lamps and ballasts as needed. Wash walls, ceilings, partitions, and spot clean carpet as needed.

EXHIBIT G

INTENTIONALLY OMITTED

FIRST AMENDMENT TO LEASE AGREEMENT

This FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into as of June 11, 2010, (the “Effective Date”) by and between Hacienda Pleasanton Park MD, Parent LLC (“Landlord”), and Veeva Systems, Inc., a California corporation formerly known as Verticals onDemand, lnc. (“Tenant”).

RECITALS

A. Landlord entered into that certain Lease Agreement (the “Lease”) dated “December , 2008” with Tenant under Tenant’s former name of Verticals onDemand, Inc., pursuant to which Tenant leased from Landlord certain premises located at 4637 Chabot Drive, Suite 210, Pleasanton, California (the “Original Premises”).

B. Landlord and Tenant now desire to amend the Lease to, among other things, provide for Tenant’s occupancy of additional space in the Building, to extend the Term, and to provide Tenant with an additional option to extend the Term, as set forth below.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Capitalized Terms. All initially capitalized terms not otherwise defined in this Amendment shall have the meaning given to such terms in the Lease.

2. Premises. Effective June 15, 2010 (the “Expansion Space Commencement Date”), in addition to its occupancy of the Original Premises, Tenant shall occupy Suite 350 on the third floor of the Building consisting of 8,659 rentable square feet of space as shown on Exhibit A attached hereto (the “Expansion Space”). Effective as of the Expansion Space Commencement Date, the term “Premises” shall be deemed to refer to the Original Premises and the Expansion Space, for a total of 12,276 rentable square feet of space. Tenant shall have the right to access the Expansion Space immediately upon the execution of this Amendment for purposes of installing Tenant’s network/IT cabling, provided that Tenant does not interfere with Landlord’s performance of the Expansion Space Tenant Improvements (as defined below).

3. Tenant’s Building Percentage. Effective as of the Expansion Space Commencement Date, Section 13 of the Basic Lease Terms is hereby amended to provide that Tenant’s Building Percentage shall be 16.68%.

4. Expansion Space Tenant Improvements. On or before July 1, 2010, Landlord shall perform the work described on Exhibit B attached hereto within the Expansion Space and/or the Building at Landlord’s sole cost and expense. Tenant agrees and acknowledges that Landlord has no obligation to alter or improve the Premises for Tenant’s use or benefit except as provided on Exhibit B. On or before July 1, 2010, Tenant shall perform the work described on Exhibit C attached hereto within the Expansion Space and/or the Building at Tenant’s sole cost and expense.

5. Term. The Term of the Lease is scheduled to expire on January 31, 2011. The Term of the Lease with respect to both the Original Premises and the Expansion Space is extended for a period of three (3) years (the “Extended Term”). Accordingly, the Term Expiration Date set forth in Section 8 of the Basic Lease Terms is hereby amended to be January 31, 2014.

6. Tenant’s Termination Right. Notwithstanding the extension of the Term as provided in Section 5 of this Amendment, Tenant shall have a one-time right to terminate the Lease with respect to the Original Premises (but not the Expansion Space) by providing written notice of such termination (the “Termination Notice”) to Landlord on or before July 31, 2011. If Tenant timely delivers the Termination Notice, the Lease shall terminate with respect to the Original Premises as of January 31, 2012, at which time Tenant shall vacate the Original Premises in the Condition required under the Lease. In the event that Tenant terminates its occupancy of the Original Premises as described above, then, effective February 1, 2012, (i) the table labeled “Monthly Base Rent for the Original Premises” in Section 8 of this Amendment shall be deleted and (ii) Section 13 of the Basic Lease Terms shall be amended to provide that Tenant’s Building Percentage shall be 11.77%. If, following Tenant’s delivery of the Termination Notice, Tenant fails to vacate the Original Premises in a timely manner, Tenant shall be deemed to be holding over in which event the terms of Section 26 of the Lease.

7. Tenant’s Renewal Option. Section 44 of the Lease is hereby deleted in its entirety and replaced with the following:

7.1 Option Period. Provided that Tenant is not in default hereunder, either at the time of exercise or at the time the extended term commences, Tenant shall have the option to extend the Term of this Lease for an additional period of one (1) year (“Lease Option Period”) on the same terms, covenants and conditions provided herein, except that upon such renewal the Monthly Base Rent due hereunder shall be determined pursuant to Section 7.2. Tenant shall exercise its option by giving Landlord written notice (“Lease Option Notice”) no later than July 31, 2013. Notwithstanding the foregoing, if Tenant has terminated the Lease with respect to the Original Premises as provided in Section 6 of this Amendment then the rights set forth herein shall apply solely with respect to the Expansion Space, and all references to the “Premises” set forth below shall be deemed to refer, in such event, solely to the Expansion Space.

7.2 Lease Option Period Base Rent. The Monthly Base Rent for the Lease Option Period shall be ninety-five percent (95%) of the Prevailing Market Rental Rate for comparable space in the Hacienda Business Park determined as of the commencement of the option term. “Prevailing Market Rental Rate” shall mean an amount per rentable square foot that shall be determined with reference to the base annual rentals then being charged for space then being offered for rent in the Hacienda Business Park taking into account and adjusting for (i) the Terms of this Lease with respect to which Prevailing Market Rental Rate is being determined, (ii) the rental structure under this Lease and the leases for such other space, (iii) the size and location of the Premises and the age and quality of construction of the Premises and the leasehold improvements therein compared with such other space, (iv) the load factor consisting of the ratio of the usable area to the rentable area on each floor of the space; and (v) any other relevant terms

and conditions relative to the leases of such other space; provided that in no event shall the Prevailing Market Rental Rate be less than the Monthly Base Rent due in the last month of the initial Term of this Lease.

7.3 Determination of Prevailing Market Rental Rate. Within thirty (30) days after Landlord’s receipt of the Lease Option Notices, Landlord shall give Tenant notice of Landlord’s determination of the Prevailing Market Rental Rate for the space in question. If Tenant disputes Landlord’s determination of the Prevailing Market Rental Rate, Tenant shall so notify Landlord within ten (10) business days following Landlord’s notice to Tenant of the Prevailing Market Rental Rate and such dispute shall be resolved as follows:

7.3.1 Within thirty (30) days following Landlord’s notice to Tenant of the Prevailing Market Rental Rate, Landlord and Tenant shall meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement.

7.3.2 If within this thirty (30) day period Landlord and Tenant cannot reach agreement as to the Prevailing Market Rental Rate, they shall each select one appraiser to determine the Prevailing Market Rental Rate. Each such appraiser shall arrive at a determination of the Prevailing Market Rental Rate and submit his conclusions to Landlord and Tenant within thirty (30) days of the expiration of the thirty (30) day consultation period described in (i) above.

7.3.3 if only one appraisal is submitted within the requisite time period, it shall be deemed to be the Prevailing Market Rental Rate. If both appraisals are submitted within such time period, and if the two appraisa1s so submitted differ by less than ten percent (10%) of the higher of the two the average of the two shall be the Prevailing Market Rental Rate. If the two appraisals differ by more than ten percent (10%) of the higher of the two, then the two appraisers shall immediately select a third appraiser, acceptable to both Landlord and Tenant, who will within thirty (30) days of his selection make a determination of the Prevailing Market Rental Rate and submit such determination to Landlord and Tenant. This third appraisal will then be averaged with the closer of the two previous appraisals and the result shall be the Prevailing Market Rental Rate.

7.3.4 All appraisers specified pursuant hereto shall be members of the American Institute of Real Estate Appraisers with not less than five (5) years experience appraising commercial properties in the vicinity of and in the City of Pleasanton and County of Alameda. Each party shall pay the cost of the appraiser selected by such party and one-half of the cost of the third appraiser plus one-half of any other cost incurred in the arbitration.

8. Monthly Base Rent. Section 10 of the Basic Lease Terms shall be deleted in its entirety and the following is substituted therefor:

Monthly Base Rent for the Original Premises


Period	Monthly Base Rent
7/1/10 – 1/31/11	$	5,787.20 per month
2/1/11 – 1/31/12	$	5,425.50 per month


Suite 210

2/1/12 – 1/31/13	$	5,606.35 per month
2/1/13 – 1/31/14	$	5,968.05 per month

Monthly Base Rent for the Expansion Space Suite 350


Period	Monthly Base Rent
7/1/10 – 1/31/11	$	9,524.90 per month
2/1/11 – 1/31/12	$	12,988.50 per month
2/1/12 – 1/31/13	$	13,854.40 per month
2/1/13 – 1/31/14	$	14,287.35 per month

Tenant shall continue to pay all Additional Rent as provided in the Lease, provided, however, that such Additional Rent shall be based on applicable Tenant’s Building Percentage set forth in Section 3 of this Amendment.

9. Base Year and Additional Rent. As of the Extension Term Commencement Date, Tenant shall continue to pay Additional Rent at the same time and in the same manner as set forth in the Lease (including, without limitation, Section 2.2 thereof); provided, however, that as of the Extension Term Commencement Date, Section 7 of the Basic Lease Provisions is hereby amended by deleting the reference to 2009 and substituting in place thereof 2010. For purposes of clarity, as of the Extension Term Commencement Date, the “Base Year” for all of the Extension Term shall be the 2010 calendar year.

10. Security Deposit. Upon the execution of this Amendment, Tenant shall deliver to Landlord the sum of $9,524.90 to be added to Tenant’s Security Deposit. Accordingly, upon the delivery of such sum, Section 14 of the Basic Lease Terms is hereby amended to provide that Landlord is in possession of a Security Deposit in the amount of $15,312.10.

11. Signage. Landlord shall install Building standard signage at the entrance to the Expansion Space and in the Building directory indicating Tenant’s occupancy of the Expansion Space at Landlord’s sole cost and expense. Tenant shall have the right, at its sole cost and expense, and subject to Tenant’s receipt of all permits and approvals required from the City of Pleasanton and subject to any restrictions in the CC&Rs and after obtaining all approvals required under the CC&Rs, to install building parapet signage along Chabot Drive. The size, design and location of such signage shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld. Upon the expiration or earlier termination of this Lease, Tenant shall remove such signage and repair all damages in such manner as to restore all aspects of appearance of the affected portion of the Building to the condition prior to the placement of said sign, including, if necessary, repainting any discolored areas such that a uniform appearance exists on the visible areas of the Building.

12. No Other Changes. Except as modified by this Amendment, all of the terms and provisions of the Lease shall remain in full force and effect, and as amended by this Amendment, the Lease is ratified by Landlord and Tenant.

13. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

THIS AMENDMENT, executed as of the date first set forth above, in one or more counterparts, is effective as of the Effective Date.


LANDLORD:		TENANT:

HACIENDA PLEASANTON PARK MD, Parent LLC		VEEVA SYSTEMS, INC., a California corporation

By:	/s/ Manny Del Arroz	By:	/s/ Tim Cabral

Title:	Manager	Title:	CFO

		By:	/s/ Mitch Wallace

		Title:	VP, OPERATIONS

Exhibit A

Diagram of the Expansion Space

LOGO

Exhibit B

Expansion Space Tenant Improvements

a.	Add two more urinals and replace urinal with toilet in existing stall in the men’s bathroom (use best efforts to preserve existing network cabling on the backside of wall when moving the bathroom wall per plan);

b.	Finish the bathrooms with Building Standard finishes as needed - tile floors & countertops (color mutually agreeable);

c.	Add partition wall in front of restroom (per attached plan, mutually agreeable on layout);

d.	Expand the kitchen into the adjacent room (per attached plan) and build out kitchen to include a minimum of 10ft of upper and lower Building Standard cabinets, sink, disposal, and a water line for Tenant’s refrigerator;

e.	Install Building Standard carpet throughout (color mutually agreeable);

f.	Paint interior accent walls of suite (up to 3 walls a mutually agreeable color);

g.	Blinds and windows - check and replace as necessary;

h.	Repair window sliders, sliding door handles, and seal on one exterior window (per attached plan);

i.	Landlord will replace twenty-two (22) interior doors including back stairwell enterance doors (excluding the restroom doors) with new Building Standard solid core clear oak veneer doors and new brushed nickel lockset hardware. Front entrance doors will be refinished to match new doors.

j.	Replace all stained and damaged ceiling tiles;

k.	Thoroughly clean office including windows and blinds;

l.	Adjust and rebalance HVAC and repair broken thermostats in the Premises;

m.	Shampoo carpets in back stairwell on 3^rd and 2^nd floors;

n.	Fix broken/loose deck boards outside of sliding door on SW office (per attached plan);

o.	Fix window trim/header (per attched plan)

LOGO

Exhibit B-l Plan Showing Expansion Space Tenant Improvements FIX TRIM ABOVE WINDOW 4637 Chabot Drive, Suite 350 NEW VCT UPPER & LOWER CABINETS WITH SINK. REPAIR SLIDER & fix handle REPLACE BLINDS REPAIR SLIDER & REPLACE HANDLE REPLACE ALL BLINDS IN CONF. ROOM Replace slider (blown seal) with fixed (non-opening) panel MISSING BLINDS REPAIR SLIDER REPAIR LOOSE & BROKEN BOARD INITIAL -8-

Exhibit C

Expansion Space Tenant Improvements

a.	Replace all existing electrical outlets, wall switches and cover plates throughout the Premises with white fixtures;

SECOND AMENDMENT TO LEASE AGREEMENT

This SECOND AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made and entered into as of January 31, 2011, by and between HACIENDA PLEASANTON PARK MD PARENT, LLC, a California limited liability company (“Landlord”) and VEEVA SYSTEMS, INC., a California corporation (“Tenant”).

R E C I T A L S:

A. WHEREAS, Landlord and Tenant entered into that certain Office Lease dated as of December 2008 (“Original Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord approximately 3,617 rentable square feet on the second floor (“Suite 210 Premises”) located at 4637 Chabot Drive, Pleasanton, California (“Building”); and

B. WHEREAS the Original Lease was amended by that certain First Amendment to Lease Agreement dated as of June 11, 2010 (“First Amendment”, and the Original Lease as amended by the First Amendment, is referred to herein as the “Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord approximately 8,659 rentable square feet on the second floor (“Suite 350 Premises” and together with the Suite 210 Premises, the “Original Premises” located at the Building; and

C. WHEREAS, Landlord and Tenant now desire to amend the Lease in accordance with the terms hereof whereby, among other things: (i) the Extended Term shall be extended; and (ii) Landlord shall additionally lease to Tenant and Tenant shall additionally lease from Landlord approximately 8,659 rentable square feet of space on the third floor of the Building (“Expansion Premises”) known as Suite 300, as of the Second Extended Term Commencement Date (as hereinafter defined), all upon the terms and conditions set forth in the Lease, as amended hereby.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Recitals. The foregoing recitals are incorporated herein by this reference.

2. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Lease.

3. Effective Date. The effective date of this Amendment shall be upon the mutual execution and delivery of this Amendment by Landlord and Tenant (“Effective Date” ).

4. Expansion Premises. In consideration of the rents, terms, provisions and covenants of this Amendment and the Lease, Landlord hereby leases unto Tenant and Tenant hereby rents and accepts from Landlord the Expansion Premises. The Expansion Premises is more particularly described on Exhibit A attached hereto. Tenant covenants, as a material part of the consideration for the Lease, as amended hereby, to keep and perform each and all of said terms, covenants and conditions for which Tenant is liable and that this Amendment is made upon the condition of such performance. On and after the Expansion Premises Commencement


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Date (as hereinafter defined), all of the terms and provisions of the Lease, as amended hereby, shall apply to both the Original Premises and the Expansion Premises. From and after the Expansion Premises Commencement Date (as hereinafter defined), each and every reference in the Lease and in this Amendment to “Premises” shall be and mean the Original Premises and the Expansion Premises, collectively. At Landlord’s request, Tenant shall execute a Commencement Date Memorandum in a form reasonably acceptable to Landlord and Tenant acknowledging, among other things, the (i) Expansion Premises Commencement Date, (ii) scheduled termination date of the Lease and (iii) Tenant’s acceptance of the Expansion Premises. Tenant’s failure to execute the Commencement Date Memorandum shall not affect Tenant’s liability hereunder. In consideration for Landlord agreeing to lease the Expansion Premises to Tenant, Tenant hereby agrees that Section 6 of the First Amendment is hereby deleted in its entirety.

5. Improvements to Expansion Premises; Early Access.

(a) Landlord shall, at its sole cost, cause the Expansion Premises to be improved as set forth on the plan attached hereto as Exhibit B (“Expansion Premises Improvements”). The “Expansion Premises Commencement Date” shall be the date of Substantial Completion (as hereinafter defined) of the Expansion Premises Improvements. Notwithstanding the foregoing, if Substantial Completion occurs before May 1, 2011, then the Expansion Premises Commencement Date shall not occur until May 1, 2011, unless Tenant commences business operations in the Expansion Premises prior to such date. As used herein, the term “Substantial Completion,” “Substantially Completed,” and any derivations thereof mean the Expansion Premises Improvements are substantially completed in accordance with Exhibit B (as reasonably determined by Landlord’s contractor). Substantial Completion shall have occurred even though minor details of construction and mechanical adjustments remain to be completed by Landlord. Tenant hereby acknowledges and approves that Landlord will be conducting the Expansion Premises Improvements in or adjacent to the Premises during Tenant’s occupancy thereof. Tenant agrees that the performance of the Expansion Premises Improvements shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent or damages of any kind. Furthermore, in no event shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Expansion Premises Improvements or Landlord’s actions in connection with the Expansion Premises Improvements, or for any inconvenience or annoyance occasioned by the Expansion Premises Improvements or Landlord’s actions in connection with the Expansion Premises Improvements. Tenant shall ready the Original Premises in a sufficiently clean condition to ensure that Landlord will be able to construct the Expansion Premises Improvements, if necessary.

(b) Landlord shall provide Tenant with limited access to the Expansion Premises prior to the date when Landlord estimates that the Expansion Premises Improvements will be Substantially Completed for the sole purpose of permitting Tenant to ready the Expansion Premises for Tenant’s occupancy, at such times as are reasonably specified by Landlord so that Tenant’s access does not interfere with the performance of Landlord’s work in the Expansion Premises. Tenant’s access to the Premises during the period of time prior to the Expansion Premises Commencement Date shall be subject to all the provisions of the Lease, as amended hereby, other than the payment of Rent and the expiration date of the Lease shall not be advanced by such access by Tenant of the Expansion Premises prior to the Commencement Date.


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6. Extension of Extended Term. Pursuant to the First Amendment, the Extended Term expires on January 31, 2014. As of the Effective Date, the Extended Term shall be extended for an additional twelve (12) months, so that it expires on January 31, 2015. During the Extended Term (as hereby extended), all of the terms and provisions of the Lease, as amended by this Amendment, shall be in full force and effect and shall be applied in the same manner as such terms and provisions were applied during the original term of the Lease. In consideration for Landlord agreeing to lease the Expansion Premises to Tenant, Tenant hereby agrees that Section 7 of the First Amendment is hereby deleted in its entirety.

7. Monthly Base Rent for Original Premises and Expansion Premises.

(a) The monthly Base Rent for the Suite 210 Premises for the extended period of the Extended Term is as follows:


Period	Monthly Base Rent
2/1/14 – 1/31/15	$	6,148.90

(b) The monthly Base Rent for the Suite 350 Premises for the extended period of the Extended Term is as follows:


Period	Monthly Base Rent
2/1/14 – 1/31/15	$	14,720.30

(c) As of the Expansion Premises Commencement Date, the monthly Base Rent for the Expansion Premises (i.e Suite 300) shall be as follows:


Period	Monthly Base Rent
Expansion Premises
Commencement Date –1/31/2012	$	12,988.50
2/1/12 – 1/31/13	$	13,854.40
2/1/13 – 1/31/14	$	14,287.35
2/1/14 – 1/31/15	$	14,720.30

8. Tenant’s Building Percentage. As of the Expansion Premises Commencement Date, Tenant’s Building Percentage shall be adjusted upwards to 28.44%, to take into account the leasing of the Expansion Premises to Tenant. Subject to the foregoing sentence, as of the Expansion Premises Commencement Date, Tenant shall continue to pay Additional Rent at the same time and in the same manner as set forth in the Lease (including, without limitation, Section 2.2 thereof).

9. Security Deposit. Upon the Effective Date, Tenant shall deposit with Landlord, $20,277.40, which is an amount, that when taken together with the existing Security Deposit, equals the monthly Base Rent due for the last month of the Extended Term (“Additional Deposit”) for the Original Premises and Expansion Premises. Upon the Effective Date, the term “Security Deposit” shall automatically include the Additional Deposit and the Additional Deposit shall be held pursuant to the terms of Section 4.6 of the Lease.


		59

10. Signage. Tenant shall have the right, at its sole cost and expense, and subject to Tenant’s receipt of all permits and approvals required from the City of Pleasanton and subject to any restrictions in the CC&Rs and after obtaining all approvals required under the CC&Rs, to install building parapet signage along Stoneridge Drive. The size, design and location of such signage shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld. Upon the expiration or earlier termination of the Lease, as amended hereby, Tenant shall remove such signage and repair all damages in such manner as to restore all aspects of appearance of the affected portion of the Building to the condition prior to the placement of said sign, including, if necessary, repainting and discolored areas such that a uniform appearance exists on the visible areas of the Building.

11. As-Is. Tenant agrees and acknowledges that the Original Premises remain acceptable for Tenant’s use, and Tenant acknowledges that neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Original Premises or the Expansion Premises or their fitness for Tenant’s use upon which Tenant has relied directly or indirectly for any purpose. Subject to the Expansion Premises Improvements, Tenant accepts the Expansion Premises in an “AS IS” condition.

12. Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord that the Lease as amended hereby constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with their terms, and Tenant has no defenses, offsets or counterclaims with respect to its obligations thereunder. Tenant also represents and warrants that there is no existing default on the part of the Landlord or the Tenant in any of the terms and conditions of the Lease and no event has occurred which, with the passing of time or giving of notice or both, would constitute an event of default under the Lease by Landlord or Tenant.

13. Express Changes Only. Except as set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect and shall be incorporated herein.

14. Brokers. Tenant warrants that it has had no dealings with any real estate broker or agent other than Colliers International. If Tenant has dealt with any other person or real estate broker with respect to leasing or renting space in the Building, Tenant shall be solely responsible for the payment of any fee due said person or firm and Tenant shall hold Landlord free and harmless against any liability in respect thereto, including attorneys’ fees and costs.

15. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all such counterparts together, shall constitute one and the same instrument. The execution of facsimiles of this Amendment shall be binding on the parties hereto.

16. Entire Agreement. There are and were no oral or written representations, warranties, understandings, stipulations, agreements, or promises made by either party, or by any


		60

agent, employee, or other representative of either party, pertaining to the subject matter of this Amendment which have not been incorporated into this Amendment. This Amendment shall not be modified, changed, terminated, amended, superseded, waived, or extended except by a written instrument executed by the parties hereto.

[SIGNATURE PAGE ATTACHED]


		61

LANDLORD:


HACIENDA PLEASANTON PARK MD PARENT, LLC,
a California limited liability company

By:		/s/ Manny Del Arroz
Name:		Manny Del Arroz
Its:		Manager

TENANT:

VEEVA SYSTEMS, INC., a California corporation

By:		/s/ Tim Cabral
Name:		Tim Cabral
Its:		CFO


		62

EXHIBIT A

EXPANSION PREMISES FLOOR PLAN

LOGO


		63

LOGO

LANDLORD AT LANDORD’S SOLE COST AND EXPENSE SHALL CONSTRUCT SUITE 300 FOR THE FOLLOWING PLAN TO INCLUDE:

PAINT ACCENT COLOR;

REPLACE EXISTING INTERIOR DOORS WITH NEW BUILDING STANDARD WOOD VENEER DOORS;

REPLACE DAMAGED OR MISSING CEILING TILES;

AND OTHER NOTES AS SHOWN.

TENANT AT TENANT’S SOLE COST AND EXPENSE SHALL INSTALL FURNITURE, PHONES, DATA & NETWORK CABLING AND REPLACE ALL EXISTING ELECTRICAL AND SWITCH PLATES WITH WHITE TO MATCH SUITE 350.

ADJUST CEILING LIGHTING

TERMINATE FLOOR ELECTRICAL OUTLET

POWER WASH & STAIN EXTERIOR DECK

NOTES:

1. REPAIR WINDOW SEALS

2. REPAIR SOLAR FILM AS REQ’D

3. REPAIR SLIDING GLASS DOORS AS REQ’D

4. CARPET REPLACED TO MATCH SUITE 350

INITIAL

VEEVA SYSTEMS

PRELIMINARY SPACE PLAN -8,659 RSF – 7 OFFICES AND 54 WORKSTATIONS

4637 CHABOT DRIVE, SUITE 300

PLEASANTON, CA

JOB NO: 11-006

JANUARY 27, 2011

Hopkins & Wall

ARCHITECTURE | INTERIOR DESIGN

7901 STONERIDGE DRIVE, STE 550

PLEASANTON, CA 94588

925-225-0445

FAX 925-225-0482

THIRD AMENDMENT TO LEASE AGREEMENT

This THIRD AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made and entered into as of April 2, 2012 by and between HACIENDA PLEASANTON PARK MD PARENT, LLC, a California limited liability company (“Landlord”) and VEEVA SYSTEMS INC., a California corporation (“Tenant”).

RECITALS:

A. WHEREAS, Landlord and Tenant’s predecessor-in-interest entered into that certain Lease Agreement dated as of December, 2008 (“Original Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord approximately 3,617 rentable square feet known as Suite 210 located on the second floor of 4637 Chabot Drive in Pleasanton, California (“Building”);

B. WHEREAS, the Original Lease was amended by that certain First Amendment to Lease Agreement by and between Landlord and Tenant dated as of June 11, 2010 (“First Amendment”) and by that certain Second Amendment to Lease Agreement by and between Landlord and Tenant dated as of January 31, 2011 (“Second Amendment”, and the Original Lease, as amended by the First Amendment and the Second Amendment, being referred to herein as the “Lease”), whereby Landlord leased to Tenant and Tenant leased from Landlord approximately 8,659 additional rentable square feet known as Suite 300 and approximately 8,659 additional rentable square feet known as Suite 350 on the third floor of the Building (Suites 300 and 350 collectively being referred to herein as the “Third Floor Premises”, and Suites 210, 300 and 350 collectively being referred to herein as the “Original Premises”); and

C. WHEREAS, Landlord and Tenant now desire to amend the Lease in accordance with the terms hereof whereby, among other things: (i) the Lease Term for occupancy of the Third Floor Premises shall be extended by the Third Extension Term (as hereinafter defined); and (ii) Landlord shall additionally lease to Tenant and Tenant shall additionally lease from Landlord approximately 7,916 rentable square feet of space known as Suite 200 and 2,994 rentable square feet of space known as Suite 206 on the second floor of the Building (“Expansion Premises”), as of the respective dates set forth in Section 4 below, all upon the terms and conditions set forth in the Lease, as amended hereby.

1. Recitals. The foregoing recitals are incorporated herein by this reference.

2. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Lease.

3. Effective Date. The effective date of this Amendment shall be upon the mutual execution and delivery of this Amendment by Landlord and Tenant (“Effective Date”).

4. Extension of Lease Term. Pursuant to the Lease, the Lease Term expires on January 31, 2015. As of the Effective Date, and notwithstanding the current expiration date of the Lease Term, (i) the Lease Term for the Third Floor Premises shall be extended for forty-eight (48) months (“Third Extension Term”) so that the same expires on January 31, 2019; (ii) the Lease Term for Suite 200 shall commence on April 1, 2013, or as stipulated in section 9 hereto, and be extended to expire on January 31, 2017; and (ii) the Lease Term for Suite 206 shall commence on July 1, 2012 and be extended to expire on January 31, 2016. The Lease Term for Suite 210 shall remain as set forth in the Lease. During the Lease Term, as extended hereby, all of the terms and provisions of the Lease, as amended by this Amendment, shall be in full force and effect and shall be applied in the same manner as such terms and provisions were applied during the original term of the Lease.

5. Expansion Premises.

(a) In consideration of the rents, terms, provisions and covenants of this Amendment and the Lease, Landlord hereby leases unto Tenant and Tenant hereby rents and accepts from Landlord the Expansion Premises, as of the respective dates set forth in Section 4 above. The Expansion Premises is more particularly described and/or depicted on Exhibit A attached hereto.

(b) Tenant covenants, as a material part of the consideration for the Lease, as amended hereby, to keep and perform each and all of said terms, covenants and conditions for which Tenant is liable and that this Amendment is made upon the condition of such performance. On and after July 1, 2012, all of the terms and provisions of the Lease, as amended hereby, shall apply to both the Original Premises and Suite 206, and every reference in the Lease and this Amendment to “Premises” shall be and mean the Original Premises and Suite 206, collectively; and on and after April 1, 2013, or as stipulated in section 9 hereto, all of the terms and provisions of the Lease, as amended hereby, shall apply to the Original Premises, Suite 206 and Suite 200, and every reference in the Lease and in this Amendment to “Premises” shall be and mean the Original Premises, Suite 206 and Suite 200, collectively.

(c) At Landlord’s request, Tenant shall execute a Commencement Date Memorandum in the form attached hereto as Exhibit B acknowledging, among other things, the (i) date of commencement of the Lease Term with respect to the Original Premises, Suite 200 and Suite 206, (ii) scheduled termination date of the Lease with respect to each such space and (iii) Tenant’s acceptance of the Expansion Premises. Tenant’s failure to execute the Commencement Date Memorandum shall not affect Tenant’s liability hereunder.

6. Improvements to Suite 206. Landlord shall, at its sole cost, cause Suite 206 to be improved as set forth on the plan attached hereto as Exhibit C (“Suite 206 Improvements”). Tenant hereby acknowledges and approves that Landlord will be conducting the Suite 206 Improvements in or adjacent to the Premises during Tenant’s occupancy thereof. Tenant agrees that the performance of the Suite 206 Improvements shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent or damages of any kind. Furthermore, in no event shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal property or improvements resulting from the Suite 206 Improvements or Landlord’s actions in connection with the Suite 206 Improvements, or for any inconvenience or annoyance occasioned

by the Suite 206 Improvements or Landlord’s actions in connection with the Suite 206 Improvements. Tenant shall ready the Original Premises in a sufficiently clean condition to ensure that Landlord will be able to construct the Suite 206 Improvements, if necessary. Tenant shall not be entitled to any abatement of rent or damages of any kind in connection therewith. As of the date of Substantial Completion of the Suite 206 Improvements, Base Rent for Suite 206 and Tenant’s Building Percentage shall be increased to reflect the additional number of square feet in Suite 206 due to the Suite 206 Improvements. As used herein, “Substantial Completion” and any derivations thereof mean the Suite 206 Improvements are substantially completed in accordance with Exhibit C (as reasonably determined by Landlord’s contractor). Substantial Completion shall have occurred even though minor details of construction and mechanical adjustments remain to be completed by Landlord. Landlord shall use commercially reasonable efforts to Substantially Complete the Suite 206 Improvements on or before July 1, 2012. However, if, despite such commercially reasonable efforts, Landlord cannot Substantially Complete the Suite 206 Improvements on or before July 1, 2012, Landlord shall not be subject to any liability therefore, and such failure shall not affect the validity of the Lease as amended hereby or the obligations of Tenant thereunder, but in such case, Tenant shall not be obligated to pay the additional Base Rent for the additional number of rentable square feet in Suite 206, and Tenant’s Building Percentage shall not be adjusted accordingly, until the Suite 206 Improvements are Substantially Complete.

7. Third Floor Premises and Expansion Premises Base Rent. The monthly Base Rent for Suite 210 shall remain as set forth in the Lease. As of the Effective Date, the monthly Base Rent for the Third Floor Premises shall be as follows:


Period	Monthly Rental Rate Per Rentable Square Foot		Monthly Base Rent for the Third Floor Premises
Effective Date-1/31/13	$	1.60	$	27,708.80
2/1/13-1/31/14	$	1.75	$	30,306.50
2/1/14-1/31/15	$	1.80	$	31,172.40
2/1/15-1/31/16	$	1.85	$	32,038.30
2/1/16-1/31/17	$	1.90	$	32,904.20
2/1/17-1/31/18	$	1.95	$	33,770.10
2/1/18-1/31/19	$	2.00	$	34,636.00

During the time periods set forth below, the monthly Base Rent for Suite 200 shall be as follows:


Period	Monthly Rental Rate Per Rentable Square Foot		Monthly Base Rent for Suite 200
4/1/13-1/31/14	$	1.85	$	14,644.60
2/1/14-1/31/15	$	1.90	$	15,040.40
2/1/15-1/31/16	$	1.95	$	15,436.20
2/1/16-1/31/17	$	2.00	$	15,832.00

During the time periods set forth below, the monthly Base Rent for Suite 206 shall be as follows:


Period	Monthly Rental Rate Per Rentable Square Foot		Monthly Base Rent for Suite 206
7/1/12-1/31/14	$	1.85	$	5,538.90
2/1/14-1/31/15	$	1.90	$	5,688.60
2/1/15-1/31/16	$	1.95	$	5,838.30

8. Tenant’s Building Percentage. As of July 1, 2012, Tenant’s Building Percentage shall be adjusted upwards to 32.51%, to take into account the leasing of Suite 206 to Tenant. As of April 1, 2013, Tenant’s Building Percentage shall be adjusted upwards to 43.27%, to take into account the leasing of Suite 200 to Tenant.

9. Suite 200. Tenant agrees and acknowledges that suite 200 will be delivered in as-is condition, and tenant improvements will be the sole responsibility of Tenant. Tenant acknowledges that Suite 200 is, as of the Effective Date, occupied by another tenant pursuant to a lease agreement for such space. If such other tenant vacates and surrenders Suite 200 prior to March 31, 2013, then the Lease Term for occupancy of Suite 200 and Base Rent for Suite 200 shall commence upon such earlier date as Landlord is reasonably able to deliver Suite 200 to Tenant, and Tenant’s Building Percentage shall be adjusted as of such earlier date. Notwithstanding anything to the contrary contained herein, if such tenant fails to vacate and surrender Suite 200 on or before March 31, 2013, or if such tenant initiates or threatens any legal action against Landlord in connection with such space on or before March 31, 2013, then Landlord shall not be obligated to deliver Suite 200 to Tenant, Landlord shall not be subject to any liability for such failure to deliver such space, and such failure shall not affect the validity of the Lease or this Amendment or the obligations of Tenant thereunder; provided, however, that in such case, Tenant shall not be obligated to pay Base Rent for Suite 200 until the date Landlord delivers Suite 200 to Tenant, if at all. Earliest Landlord can deliver Suite 200 to Tenant is January 1, 2013.

10. As-Is. Tenant agrees and acknowledges that the Original Premises remain acceptable for Tenant’s use, and Tenant acknowledges that neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the

Original Premises or the Expansion Premises or their fitness for Tenant’s use upon which Tenant has relied directly or indirectly for any purpose. Tenant accepts the Original Premises in an “AS IS” condition.

11. Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord that the Lease as amended hereby constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with their terms, and Tenant has no defenses, offsets or counterclaims with respect to its obligations thereunder. Tenant also represents and warrants that there is no existing default on the part of the Landlord or the Tenant in any of the terms and conditions of the Lease and no event has occurred which, with the passing of time or giving of notice or both, would constitute an event of default under the Lease by Landlord or Tenant.

12. Express Changes Only. Except as Set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect and shall be incorporated herein.

13. Brokers. Tenant warrants that it has had no dealings with any real estate broker or agent. If Tenant has dealt with any other person or real estate broker with respect to leasing or renting space in the Building, Tenant shall be solely responsible for the payment of any fee due said person or firm and Tenant shall hold Landlord free and harmless against any liability in respect thereto, including attorneys’ fees and costs.

14. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all such counterparts together, shall constitute one and the same instrument. The execution of facsimiles of this Amendment shall be binding on the parties hereto.

15. Entire Agreement. There are and were no oral or written representations, warranties, understandings, stipulations, agreements, or promises made by either party, or by any agent, employee, or other representative of either party, pertaining to the subject matter of this Amendment which have not been incorporated into this Amendment. This Amendment shall not be modified, changed, terminated, amended, superseded, waived, or extended except by a written instrument executed by the parties hereto.

[SIGNATURE PAGE ATTACHED]

LANDLORD:

HACIENDA PLEASANTON PARK MD PARENT, LLC,

a California & limited liability company


By:		/s/ Manny Del Arroz


Name:		Manny Del Arroz


Its:		Manager

TENANT:

VEEVA SYSTEMS INC.,

a California corporation


By:		/s/ Tim Cabral


Name:		Tim Cabral


Its:		CFO

EXHIBIT A

EXPANSION PREMISES FLOOR PLAN

[see attached]

EXHIBIT B

COMMENCEMENT DATE MEMORANDUM

With respect to that certain lease (“Lease”) dated , 2012 between a (“Tenant”) , and , company (“Landlord”), whereby Landlord leased to Tenant and Tenant leased from Landlord approximately rentable square feet of the building located at (“Premises”), Tenant hereby acknowledges and certifies to Landlord as follows:

(1) Landlord delivered possession of the Premises to Tenant in a Substantially Complete on .

(2) The New Premises Term commenced on (“New Premises Commencement Date”);

(3) The Premises contain rentable square feet of space; and

(4) Tenant has accepted and is currently in possession of the Premises and the Premises are acceptable for Tenant’s use.

(5) Rent Per Month is .

IN WITNESS WHEREOF, this Commencement Date Memorandum is executed this day of .


“Tenant”




By:
		Its:

By:
		Its:

EXHIBIT C

SUITE 206 IMPROVEMENTS

[see attached]

FOURTH AMENDMENT TO OFFICE LEASE

This FOURTH AMENDMENT TO OFFICE LEASE (“Amendment”) is made and entered into as of June 2013, by and between HACIENDA PLEASANTON PARK MD PARENT, LLC, a California limited liability company (“Landlord”) and VEEVA SYSTEMS INC., a California corporation (“Tenant”).

R E C I T A L S:

A. WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated as of December, 2008, as amended by the First Amendment to Lease Agreement by and between Landlord and Tenant dated as of June 11, 2010 (“First Amendment”), as amended by the Second Amendment to Lease Agreement dated as of January 31, 2011 (“Second Amendment”), and as amended by that Third Amendment to Lease Agreement dated as of April 2, 2012 by and between Landlord and Tenant (“Third Amendment”, collectively as amended the “Lease”), pursuant to which Landlord leased to Tenant and Tenant leased from Landlord approximately 31,845 rentable square feet on the second and third floors (“Original Premises”) located at 4637 Chabot Drive, Pleasanton, California, known as Suites 200, 206, 210, 300 and 350 (“Building”); and

B. WHEREAS, Landlord and Tenant now desire to amend the Lease in accordance with the terms hereof whereby, among other things: (i) Landlord shall additionally lease to Tenant and Tenant shall additionally lease from Landlord approximately 1,392 rentable square feet of space on the second floor of the Building commonly known as Suite 260 (“Fourth Amendment Expansion Premises”) as of the Fourth Amendment Expansion Premises Term Commencement Date (as hereinafter defined), all upon the terms and conditions set forth in the Lease, as amended hereby.

1. Recitals. The foregoing recitals are incorporated herein by this reference.

2. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Lease.

3. Effective Date. The effective date of this Amendment shall be upon the mutual execution and delivery of this Amendment by Landlord and Tenant (“Effective Date”).

4. Fourth Amendment Expansion Premises.

(a) In consideration of the rents, terms, provisions and covenants of this Amendment and the Lease, Landlord hereby leases unto Tenant and Tenant hereby rents and accepts from Landlord the Fourth Amendment Expansion Premises. The Fourth Amendment Expansion Premises is more particularly described on Exhibit A attached hereto. The Fourth Amendment Expansion Premises is commonly known as Suite 260.

5. Fourth Amendment Expansion Premises Term. As of the Effective Date, the Fourth Amendment Expansion Premises Term shall be for two months (“Fourth Amendment Expansion Premises Term”) terminable by either party with thirty (30) days written notice and estimated to commence on July 1, 2013 (“Four Amendment Expansion Premises Commencement Date). At the expiration of the Fourth Amendment Expansion Premises Term, the Fourth Amendment Expansion Premises shall be on a month to month tenancy for the same monthly base rent set forth in section 6 below.

6. Fourth Amendment Expansion Premises Base Rent. As of the Fourth Amendment Expansion Premises Term Commencement Date, the Base Rent for the Fourth Amendment Expansion Premises shall be as follows:


Period of the Fourth Amendment Expansion Premises Term	Monthly Base Rent for the Fourth Amendment Expansion Premises

July 1, 2013 – August 31, 2013	$	2,923.20

7. As-Is. Tenant agrees and acknowledges that the Original Premises remain acceptable for Tenant’s use, and Tenant acknowledges that neither Landlord nor any broker or agent has made any representations or warranties in connection with the physical condition of the Original Premises or the Fourth Amendment Expansion Premises or their fitness for Tenant’s use upon which Tenant has relied directly or indirectly for any purpose. Subject to Section 8 above, Tenant accepts the Fourth Amendment Expansion Premises in an “AS IS” condition.

8. Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord that the Lease as amended hereby constitutes a valid and binding obligation of Tenant, enforceable against Tenant in accordance with their terms, and Tenant has no defenses, offsets or counterclaims with respect to its obligations thereunder. Tenant also represents and warrants that there is no existing default on the part of the Landlord or the Tenant in any of the terms and conditions of the Lease and no event has occurred which, with the passing of time or giving of notice or both, would constitute an event of default under the Lease by Landlord or Tenant.

9. Express Changes Only. Except as set forth in this Amendment, all of the terms and provisions of the Lease shall remain unmodified and in full force and effect and shall be incorporated herein.

10. Brokers. Tenant warrants that it has had no dealings with any real estate broker or agent. If Tenant has dealt with any other person or real estate broker with respect to leasing or renting space in the Building, Tenant shall be solely responsible for the payment of any fee due said person or firm and Tenant shall hold Landlord free and harmless against any liability in respect thereto, including attorneys’ fees and costs.

11. Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all such counterparts together, shall constitute one and the same instrument. The execution of facsimiles of this Amendment shall be binding on the parties hereto.

12. Entire Agreement. There are and were no oral or written representations, warranties, understandings, stipulations, agreements, or promises made by either party, or by any agent, employee, or other representative of either party, pertaining to the subject matter of this Amendment which have not been incorporated into this Amendment. This Amendment shall not be modified, changed, terminated, amended, superseded, waived, or extended except by a written instrument executed by the parties hereto.

[SIGNATURE PAGE ATTACHED]


LANDLORD:

HACIENDA PLEASANTON PARK MD PARENT, LLC, a California limited liability company

By:		/s/ Manny Del Arroz
Name:		Manny Del Arroz
Its:		Manager

TENANT:

VEEVA SYSTEMS INC., a California corporation


By:		/s/ Tim Cabral
Name:		Tim Cabral
Its:		CFO

EXHIBIT A

FOURTH AMENDMENT EXPANSION PREMISES FLOOR PLAN

[see attached]

EX-23.1 10 d541293dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Veeva Systems Inc.:

We consent to the use of our report dated June 26, 2013 included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Santa Clara, California

October 3, 2013

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M(^TO5OBV2)X+7#_<05_P#JC9&[ MLIG#*USHFR6;GAA`=07<7@34(+.QA)QMH32IACK34?*$&R@((/SZ5N9SO'^% MP4D==7467S#="(\?C96S-WCRZ]TV*-OQ]7\I03A`0$!`0$!`0$!`0$!`0$!` M0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!` M0$!`0$!`0$!`0$!`0$!`0$!`01'-<0RMOEI^1<0NHK',7(;]1L+D.-A?[!M: MZ<,]<4S6^D3,UH`'!P``"O>]]]RWD_:_*<W+=T<#6>):3O/@UI0;O#.)28..[OLC<_4.29=[9LSD: M%K7N8"(X86&NR"!KBV-O[SZB2@DB`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(" M`@("`@("`@("`@("`@J7E7]F'YH?^8_S!7W7XON/J_T;?Z:;O^A=&O\`\/B@ ML7B_Y6^C0?E?V7T;_H_T[I>W^W;T?17XH.J@("`@("`@("`@("`@("`@(/_9 ` end CORRESP 25 filename25.htm SEC Response Letter

October 3, 2013

CONFIDENTIAL TREATMENT REQUESTED BY VEEVA SYSTEMS INC.

PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED

WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE

CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES

AND EXCHANGE COMMISSION.

Via EDGAR and Overnight Delivery

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Ivan Griswold

Re: Veeva Systems Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed on September 23, 2013
File No. 333-191085

Dear Mr. Griswold:

On behalf of Veeva Systems Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated September 27, 2013 relating to the Company’s Amendment No. 2 to Registration Statement on Form S-1, filed with the Commission on September 23, 2013 (“Amendment No. 2”).

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of FOIA Services in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of FOIA Services, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. For the convenience of the Staff, we are providing to the Staff by overnight delivery copies of this letter.

On behalf of the Company, we are also filing via EDGAR an amendment (“Amendment No. 3”) to the Registration Statement on Form S-1 initially filed with the SEC on September 11, 2013 (the “Registration Statement”), and for the convenience of the Staff, we are providing to the Staff by

Securities and Exchange Commission

October 3, 2013

Page 2

overnight delivery copies of this letter and marked copies of Amendment No. 3 (against Amendment No. 2).

In this letter, we have recited the written comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 3, as applicable.

Results of Operations

Six Months Ended July 31, 2012 and 2013

Revenues, page 52

1. We note that within your common stock valuations, particularly your May 2013 and July 2013 valuations discussed on page 71, you identify the introduction of your Veeva CRM Approved Email solution as one of the factors that caused the valuation of your common stock to increase. In light of this solution impacting your common stock valuation, please explain why revenue recognized from this solution is not similarly identified and quantified as impacting revenues for the six months ended July 31, 2013.

In response to the Staff’s comment, the Company advises the Staff that it did not recognize revenues from the sale of Veeva CRM Approved Email during the six months ended July 31, 2013 and therefore did not identify and quantify revenue from Veeva CRM Approved Email as a factor affecting revenue growth.

Critical Accounting Policies and Estimates

Stock-Based Compensation

Common Stock Valuations, page 64

2. We note your response to prior comment 3. Please explain to us and revise your disclosure to indicate why you believe the February 14, 2013 announcement of Veeva CRM Approved Email was not significant for the valuation of the March 2013 issuances while it was for the April 30, 2013 valuation considering that no orders had generated revenues as of either the March 2013 issuances or the April 30, 2013 valuation. In other words, what led to greater significance of the announcement for the April 30, 2013 valuation absent any revenues to date?

[***]

3.
Revise your disclosure related to the valuation of the March 2013 issuance to explain more fully your reliance on the relevance of the January 31, 2013 valuation in view of the fact you were nearly half way into a quarter that saw a 7.5% quarterly increase in revenues. Consider addressing in revised disclosure whether the increase in revenues in the quarter were preceded by orders and interest known as of the March issuances. Given the importance of the impact of the Veeva CRM Approved Email solution in your April 30, 2013 and June 30, 2013 valuations tell us and disclose what interest or actual orders related to the Veeva CRM Approved Email were known or knowable at the March 2013 issuances and informed forecasted or actual

*** Confidential material redacted

CONFIDENTIAL TREATMENT REQUESTED BY VEEVA SYSTEMS INC.

Securities and Exchange Commission

October 3, 2013

Page 3

revenue that impacted revised financial forecasts used for the April 30, 2013 and June 30, 2013 valuations.

In response to the Staff’s comment, the Company advises the Staff of the following:

Based on the financial information available to the Company at the time of the March 2013 option grants, the Company could not have reliably anticipated that total revenues for the three months ended April 30, 2013 would increase by 7.5%. In the fiscal quarter ended April 30, 2013, professional services revenues constituted approximately 35% of the Company’s total revenues for that quarter. The Company’s professional services revenues are predominantly derived from consulting services billed on an hourly basis in connection with the implementation of the Company’s solutions. The engagements under which such hourly services are billed do not impose a minimum monthly billing amount and, thus, the total revenues from such engagements are dependent on customers’ demand for such services in each period. Monthly professional services billings are reviewed and approved during the first week of the month following the delivery of the associated services. As of the March 2013 issuances, billings for the month of February 2013 had been processed and totaled $[***], less than [***] of the eventual professional services revenues total for the quarter ended April 30, 2013. Accordingly, approximately [***] of the Company’s professional services revenues were not known at the time of the March 2013 issuances.

While more predictable than professional services revenues, the Company’s achievement of its eventual subscription services revenues of $27.9 million for the three months ended April 30, 2013 was also subject to uncertainty at the time of the March 2013 option grants. As of the end of February 2013, the most recent financial information available to the Company prior to the March 2013 issuances, subscription services revenues were approximately $[***], approximately [***] of the eventual subscription services revenues total for the three months ended April 30, 2013. While subscription services revenues for a quarterly period is generally predictable at the beginning of each quarterly period, the potential effect of unknown events, such as unexpected customer non-renewals, non-payments, terminations, or bankruptcies, could negatively impact the expected total revenues.

The actual revenues used for the April 30, 2013 and June 30, 2013 valuations were also not impacted by actual revenues from Veeva CRM Approved Email [***]. In addition, forecasted revenues used for the April 30, 2013 and June 30, 2013 valuations were not impacted by forecasted revenues for Veeva CRM Approved Email. Rather, the impact of potential sales of Veeva CRM Approved Email over the longer term was a subjective factor considered as part of the April 30, 2013 and June 30, 2013 valuations. The Company believes that while the introduction of the new solution did not affect the April 30, 2013 and June 30, 2013 interim period results, it believes that it was appropriate to consider this new product introduction as a factor that contributed to an increase in the valuation from January 2013 to May 2103.

4. Explain why you believe the additional IPO steps taken since the March 2013 issuance that only led to a decrease in the non-marketability discount of 2.5% contributed significantly to the 45% increased stock valuation over the quarter.

In response to the Staff’s comment, the Company advises the Staff that it does not believe that the additional IPO steps taken since the March 2013 issuance specifically contributed significantly to the increased stock valuation over the quarter in any measurable quantitative manner. However, the Company believes that the fact that it began to prepare more seriously for an initial public offering is

*** Confidential material redacted

CONFIDENTIAL TREATMENT REQUESTED BY VEEVA SYSTEMS INC.

Securities and Exchange Commission

October 3, 2013

Page 4

generally relevant to demonstrate that the value of the Company’s common stock should increase by some amount.

We also advise the Staff that the Company has retrospectively reassessed the common stock fair values for financial reporting purposes for the options granted on February 20, 2013, March 10, 2013 and March 26, 2013. In connection with these reassessments, the Company considered several alternatives to determining the fair value of the common stock for financial reporting purpose and determined that the linear interpolation approach was the most appropriate. Based on this calculation, the Company assessed the fair value of the common stock for awards granted on February 20, 2013, March 10, 2013 and March 26, 2013 to be $4.33, $4.69 and 5.02 per share, respectively.

Using the benefit of hindsight, the Company determined that the linear interpolation approach would provide the most appropriate conclusion for the valuation of the common stock on February 20, 2013, March 10, 2013 and March 26, 2013 because the Company did not identify any single event or series of events that occurred between January 31, 2013 and each of these grant dates that would have caused a material change in fair value as of such grant dates. The Company also advises the Staff that none of the other alternatives to the linear interpolation approach that the Company considered for determining the fair value of the common stock for financial reporting purposes would result in a materially different determination of fair value per share than the $4.33, $4.69 and 5.02 per share determined pursuant to the linear interpolation approach.

The Company expects to record an out-of-period cumulative adjustment of $0.5 million in the three months ended October 31, 2013 to reflect the amortization of stock-based compensation and stock-based compensation expense related to the reassessed fair values described above. The Company has also revised its disclosures on pages 71 and 72 to reflect the fair value reassessment and the cumulative adjustment described above. Given the reassessment of the common stock fair values for financial reporting purposes for the options granted on February 20, 2013, March 10, 2013 and March 26, 2013 described above, and the related disclosure contained in Amendment No. 3, the Company respectfully submits that additional disclosure regarding its reliance on the January 31, 2013 valuation for the February and March 2013 issuances would not provide additional material information to investors.

The Company advises the Staff that it has analyzed the impact the fair value reassessment would have had on its operating results and period-over-period trends for the three months ended April 30, 2013 as well as for the three and six months ended July 31, 2013 and determined such impact was not quantitatively material. In addition, the Company notes the following qualitative facts:

•
The misstatement does not mask a change in earnings or other trends. The misstatement also does not change a loss into income or vice versa. For the three months ended April 30, 2013 and the three and six months ended July 31, 2013, operating income and net income continue to be recorded.

•
The misstatement does not hide a failure to meet expectations for the enterprise. The Company’s management evaluates the Company based on revenues and cash flows from operations. Stock-based compensation expense is a non-cash item, and thus the misstatement has no impact on revenues or cash flows from operations.

•
The misstatement does not affect the Company’s compliance with any regulatory requirements or loan covenants.

CONFIDENTIAL TREATMENT REQUESTED BY VEEVA SYSTEMS INC.

Securities and Exchange Commission

October 3, 2013

Page 5

•
The misstatement does not have the effect of increasing management’s compensation.

•
Stock-based compensation expense includes the use of estimates and is not an item “capable of precise measurement” in a private company setting.

The Company also considered the additional qualitative facts included in SEC Staff Accounting Bulletin Number 99 and advises the Staff that none of those facts which are set forth below are applicable to the Company:

•
The misstatement hides a failure to meet analysts’ consensus expectations for the Company.

•
The misstatement concerns a segment or other portion of the Company’s business that has been identified as playing a significant role in the Company’s operations or profitability.

•
The misstatement involves concealment of an unlawful transaction.

Due to the quantitative and qualitative factors outlined above, the Company respectfully submits to the Staff that the changes resulting from the reassessed fair values would not be material to the Company’s financial statements for the three months ended April 30, 2013 and the six months ended July 1, 2013. Therefore, the Company concluded that these adjustments would be recorded as an out-of-period adjustment in the three months ended October 31, 2013 rather than as a revision to its financial statements for the effected periods.

* * * *

CONFIDENTIAL TREATMENT REQUESTED BY VEEVA SYSTEMS INC.

Securities and Exchange Commission

October 3, 2013

Page 6

Please contact me or, in my absence, Richard C. Blake, at (650) 321-2400, if you have any questions about this submission.

Sincerely yours,

/s/ Brian C. Patterson

Brian C. Patterson

Gunderson Dettmer Stough Villeneuve Franklin &

Hachigian, LLP

cc: Timothy S. Cabral

Josh Faddis, Esq.

Veeva Systems Inc.

Robert V. Gunderson, Jr., Esq.

Brian C. Patterson, Esq.

Richard C. Blake, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Gordon K. Davidson, Esq.

Jeffrey R. Vetter, Esq.

James D. Evans Esq.

Fenwick & West LLP

Lynn DeVaughn

KMPG LLP

CONFIDENTIAL TREATMENT REQUESTED BY VEEVA SYSTEMS INC.