0001628280-21-019477.txt : 20211001 0001628280-21-019477.hdr.sgml : 20211001 20211001165055 ACCESSION NUMBER: 0001628280-21-019477 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20211001 DATE AS OF CHANGE: 20211001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Qualtrics International Inc. CENTRAL INDEX KEY: 0001747748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-259975 FILM NUMBER: 211299611 BUSINESS ADDRESS: STREET 1: 333 WEST RIVER PARK DRIVE CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 385-203-4999 MAIL ADDRESS: STREET 1: 333 WEST RIVER PARK DRIVE CITY: PROVO STATE: UT ZIP: 84604 S-1 1 qualtrics-sx1x2021q3follow.htm S-1 Document

As filed with the Securities and Exchange Commission on October 1, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUALTRICS INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Delaware737247-1754215
(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S. Employer Identification No.)
333 West River Park Drive
Provo, Utah 84604
385-203-4999
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Zig Serafin
Chief Executive Officer
Qualtrics International Inc.
333 West River Park Drive
Provo, Utah 84604
385-203-4999
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Daniel Mitz
Richard Alsop
Kristina Trauger
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
212-848-4000
Blake Tierney
General Counsel
Qualtrics International Inc.
333 West River Park Drive
Provo, Utah 84604
385-203-4999
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective, as determined by the selling stockholders.
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, 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to Be Registered
Amount
to be
Registered(1)
Proposed
Maximum
Offering Price
Per Share(2)
Proposed
Maximum
Aggregate
Offering Price(2)
Amount of
Registration Fee
Class A Common Stock, par value $0.0001 per share
24,142,065
$42.87$1,034,970,326.55$95,941.75
 
(1)Pursuant to Rule 416(a) under the Securities Act , this registration statement also covers any additional number of shares of Class A Common Stock issuable upon stock splits, stock dividends, dividends or other distribution, recapitalization or similar events with respect to the shares of common stock being registered pursuant to this registration statement.
(2)Calculated pursuant to Rule 457(c) under the Securities Act, solely for the purpose of computing the amount of the registration fee, based on average of high and low price per share of the common stock as reported on the Nasdaq Global Select Market on September 30, 2021.
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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

    


The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)
Issued October 1, 2021

24,142,065 Shares
image_0.jpg
CLASS A COMMON STOCK

The selling stockholders named in this prospectus, or the selling stockholders, are offering 24,142,065 shares of Qualtrics International Inc.’s Class A common stock. Qualtrics International Inc.’s Class A common stock trades on the Nasdaq Global Select Market, or Nasdaq, under the symbol “XM.” On September 30, 2021, the last reported sale price of the Class A common stock on the Nasdaq was $42.74 per share. We are registering the resale of the shares of Class A common stock hereunder pursuant to the terms of the Agreement and Plan of Reorganization and Merger dated July 29, 2021 to acquire Clarabridge, Inc.

The selling stockholders may sell the shares of Class A common stock covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution” beginning on page 14 of this prospectus. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of shares of our Class A common stock by the selling stockholders. Discounts, concessions, commissions and similar selling expenses attributable to the sale of the shares will be borne by the selling stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the shares with the Securities and Exchange Commission.

SAP America, Inc., or SAP America, a wholly owned subsidiary of SAP SE, together with its consolidated subsidiaries other than us, SAP, is our controlling stockholder. We have two classes of common stock outstanding: Class A common stock and Class B common stock. SAP America controls approximately 97.3% of the combined voting power of our outstanding shares of Class A and Class B common stock. As a result, we are a “controlled company” within the meaning of the corporate governance rules of Nasdaq.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings.
Our business and investment in our Class A common stock involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 7 of this prospectus and in the documents incorporated by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state regulators has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

, 2021

    


TABLE OF CONTENTS
        Page

We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find Additional Information.” You should carefully read this prospectus, as well as additional information described under
“Incorporation by Reference,” before deciding to invest in shares of our Class A common stock.

Neither we nor the selling stockholders have authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the selling stockholders take responsibility for, nor can we provide assurance as to, the reliability of any other information that others may give you. The selling stockholders are offering to sell, and seeking offers to buy, shares of Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock.
To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the
information contained in any document incorporated by reference filed with the Securities and Exchange Commission, or the SEC, before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

For investors outside the United States: Neither we nor the selling stockholders 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 of 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 Class A common stock and the distribution of this prospectus outside of the United States.

i


PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this prospectus and in documents incorporated by reference and does not contain all of the information that you should consider in making your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus and the documents incorporated by reference in this prospectus, including our consolidated financial statements and the related notes that are incorporated by reference in this prospectus. You should also carefully read the information set forth under the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in this prospectus and in the documents incorporated by reference herein. Unless the context otherwise requires, we use the terms “Qualtrics,” “company,” “our,” “us,” and “we” in this prospectus to refer to Qualtrics International Inc. and its consolidated subsidiaries. Our fiscal year ends December 31.
OUR COMPANY
We created the first experience management platform to manage customer, employee, product, and brand experiences. Our platform serves as a business operating system for Experience Management. The Qualtrics Experience Management Platform, or Qualtrics XM, is a system of action that helps companies design and improve the experiences they provide to their many constituents across these four core experiences.

We generate revenue by selling subscriptions to our XM Platform and integrated solutions, as well as professional services. Over 99% of our contracts have a subscription period of one year or longer, and we primarily bill annually in advance. Subscription revenue comprised 82% and 80% of our total revenue for the three and six months ended June 30, 2021, respectively. We have a diversified customer base consisting of organizations of various sizes across virtually all industries. Our largest customer accounted for less than 2% of revenue during the three and six months ended June 30, 2021, and our largest industries by annual recurring revenue, or ARR, as of June 30, 2021 were financial services, professional and business services, education, technology, government, and healthcare. ARR is calculated by annualizing subscription revenue in the last month of a period.

We price and package our software subscriptions solutions based on the capacity, use case, and functionality needs of our customers. This pricing and packaging includes volume of expected responses, number of users accessing our platform, number of employees, and level of functionality provided, such as dashboards, iQ functionality, and integrations. We have also recently begun to offer use case pricing that simplifies pricing for customers seeking to address specific needs. Our customers often expand their subscriptions as they increase volume of responses, add solutions and integrations, grow users and employees, and increase features and workflows within each solution.

Our professional services consist primarily of research services, through our DesignXM offering, which allows customers to gain market intelligence by procuring a curated group of respondents and returning actionable results while conforming to best-practice design and methodology, as well as implementations, configurations, and integration and engineering services to help customers deploy our XM Platform. Other professional services revenue consists of consulting and training fees.

Acquisition of Clarabridge

On October 1, 2021, we closed on the acquisition of Clarabridge, Inc., or Clarabridge, a customer experience management software company headquartered in Reston, Virginia, referred to as the Acquisition, pursuant to an Agreement and Plan of Reorganization and Merger, or the Merger Agreement, dated July 29, 2021, as amended. Upon the consummation of the transactions contemplated by the Merger Agreement, all outstanding shares of Clarabridge capital stock were cancelled in exchange for aggregate consideration of approximately $1.125 billion, subject to certain adjustments, in the form of shares of our Class A common stock and cash, as provided by the Merger Agreement. We issued a total of 24,142,065 shares, referred to as the Acquisition Shares, of Class A common stock in connection with the Acquisition to certain qualifying Clarabridge stockholders. Certain of the Acquisition Shares are subject to holdbacks, as provided for in the Merger Agreement. Pursuant to the terms of the
1


Merger Agreement, we agreed to register the Acquisition Shares for resale on a registration statement within fifteen days from closing of the Acquisition and maintain effectiveness for 12 months from closing, or such earlier time as all of the Acquisition Shares have been sold or are no longer outstanding. Pursuant to joinder and lockup agreements signed by Clarabridge’s stockholders, they agree to only sell up to one-third of their shares when the registration statement is declared effective, up to an additional one-third 30 calendar days after the registration statement is declared effective, and the final one-third 60 calendar days after the registration statement is declared effective, all subject to adjustment for certain blackout periods that may occur under the Merger Agreement.

Our Relationship with SAP
SAP holds all of our Class B common stock, representing approximately 78.4% of our outstanding common stock and 97.3% of the combined voting power of our outstanding common stock. For as long as SAP continues to control more than 50% of the combined voting power of our common stock, SAP will be able to direct the election of all the members of our board of directors, and, so long as SAP beneficially owns at least 20% of the total outstanding shares of our common stock, the prior affirmative vote or written consent of SAP will be required for certain corporate actions, including any determinations with respect to mergers or other business combinations involving us, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, and the payment of dividends with respect to our common stock. Similarly, SAP will have the power to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, will have the power to prevent a change in control of us and will have the power to take other actions that might be favorable to SAP, including by written consent without a meeting and without prior notice to other shareholders. As a result, SAP’s controlling interest may discourage a change of control that the holders of our Class A common stock may favor.
Corporate Information
We were formed in 2002 as Qualtrics Labs, Inc. In 2012, Qualtrics, LLC, a Delaware limited liability company, was established as a new parent company for our operating business. In September 2014, we incorporated Qualtrics International Inc. in Delaware. Through a corporate restructuring in September 2014, Qualtrics, LLC became a wholly owned subsidiary of Qualtrics International Inc. In January 2019, we were acquired by SAP America, Inc., a wholly owned subsidiary of SAP, a multinational corporation that is headquartered in Walldorf, Germany. In January 2021, we completed the initial public offering of our common stock, or the IPO. Our Class A common stock trades on the Nasdaq under the symbol “XM.” Following the IPO, SAP continues to be our controlling shareholder. Our principal executive offices are located at 333 West River Park Drive, Provo, Utah 84604, and our telephone number is 385-203-4999. Our website address is www.qualtrics.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus and inclusions of our website address in this prospectus are inactive textual references only.
“Qualtrics” and our other registered or common law trade names, trademarks, or service marks appearing in this prospectus and the documents incorporated by reference herein are our property. Other trademarks and trade names referred to in this prospectus and the documents incorporated by reference herein are the property of their respective owners.
Implications of Being an Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of (1) December 31, 2026 (the last day of the fiscal year following the fifth anniversary of our initial public offering), (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer”, as defined in the rules under the Exchange Act, and (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We refer to the Jumpstart Our Business Startups Act of 2012 herein as the “JOBS Act,” and any reference herein to “emerging growth company” has the meaning ascribed to it in the JOBS Act.
2


An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:
being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus;
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, including in this prospectus; 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 have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
The JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

3



THE OFFERING
Class A common stock offered by the selling stockholders    

24,142,065 shares
Use of proceeds    
We will not receive any of the proceeds from the Class A common stock sold by the selling stockholders. See “Use of Proceeds.”
Voting rights    
We have two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion rights, certain actions that require the consent of holders of Class B common stock and other protective provisions as set forth in this prospectus. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Subject to any rights of any series of preferred stock to elect directors, the holders of Class A common stock and the holders of Class B common stock, voting together as a single class, are entitled to elect all directors to our board of directors.
Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast at a meeting by all shares of Class A common stock and Class B common stock present in person or represented by proxy, voting together as a single class, subject to any voting rights granted to holders of any preferred stock.
See “Selling Stockholder” and “Description of Capital Stock” for additional information.
Controlled company    
We are a “controlled company” within the meaning of the corporate governance rules of Nasdaq. Upon completion of this offering, SAP will hold approximately 78.4% of our total outstanding shares of common stock and 97.3% of the combined voting power of our outstanding common stock.
Risk Factors    
Investing in our stock involves a high degree of risk. You should read the “Risk Factors” section included or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Class A common stock.
Nasdaq trading symbol    
“XM”

4


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:
our future financial performance, including our revenue, cost of revenue, gross profit, operating expenses, ability to generate positive cash flow, and ability to be profitable;
our ability to grow at or near historical growth rates;
anticipated technology trends, such as the use of and demand for experience management software;
our ability to attract and retain customers to use our products;
our ability to respond to and overcome challenges brought by the COVID-19 pandemic;
our ability to attract enterprises and international organizations as customers for our products;
our ability to expand our network with content consulting partners, delivery partners, and technology partners;
the evolution of technology affecting our products and markets;
our ability to introduce new products and enhance existing products and to compete effectively with competitors;
our ability to successfully enter into new markets and manage our international expansion;
the attraction and retention of qualified employees and key personnel;
our ability to effectively manage our growth and future expenses and maintain our corporate culture;
our anticipated investments in sales and marketing and research and development;
our ability to maintain, protect, and enhance our intellectual property rights;
our ability to successfully defend litigation brought against us;
our ability to maintain data privacy and data security;
the sufficiency of our cash and cash equivalents to meet our liquidity needs;
our ability to comply with modified or new laws and regulations applying to our business;
our reduced ability to leverage resources at SAP as an independent company from SAP; and
the increased expenses associated with being an independent public company.
5


We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our Annual Report and Quarterly Reports incorporated by reference in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in or incorporated by reference in this prospectus. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
You should read this prospectus, the documents incorporated by reference in this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

6


RISK FACTORS
Investing in our securities involves a high degree of risk. Before making an investment decision with respect to our securities, we urge you to carefully consider the risks described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021, and other subsequent filings made with the SEC, which are incorporated by reference into this prospectus.
The risks and uncertainties incorporated by reference into this prospectus are not the only ones we face. Additional risks and uncertainties not presently known or which we consider immaterial as of the date hereof may also have an adverse effect on our business. If any of the matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected, the market price of our securities could decline and you could lose all or part of your investment in our securities.


7


USE OF PROCEEDS
We will not receive any of the proceeds from the shares of Class A common stock sold by the selling stockholders.

The selling stockholders will pay any underwriting discounts, selling commissions or transfer taxes incurred in disposing of the shares of Class A common stock and the expenses of any attorney or other advisor they decide to employ. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of Class A common stock covered by this prospectus. These may include, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws and the fees and disbursements of our counsel and of our independent accountants and reasonable fees.


8


DIVIDEND POLICY
We currently do not anticipate declaring 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 the consent of the holders of our Class B common stock pursuant to our amended and restated certificate of incorporation, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. Holders of our Class A common stock and our Class B common stock will share equally on a per share basis in any dividend declared on our common stock by our board of directors. See “Description of Capital Stock—Class A Common Stock and Class B Common Stock—Dividend Rights.”
9


SELLING STOCKHOLDERS
The selling stockholders named below may offer and sell from time to time in the future up to an aggregate of 24,142,065 shares of our Class A common stock. The term “selling stockholders” includes the stockholder listed in the table below and its pledgees, transferees or other successors-in-interest.
We are registering these 24,142,065 shares of our Class A common stock for sale by the selling stockholders named below pursuant to the Merger Agreement with Clarabridge. Upon the consummation of the transactions contemplated by the Merger Agreement, all outstanding shares of Clarabridge capital stock were cancelled in exchange for aggregate consideration of approximately $1.125 billion, subject to certain adjustments, in the form of shares of our Class A common stock and cash, as provided by the Merger Agreement. We also agreed to register the shares of Class A common stock issued in connection with the acquisition for resale. Certain of the shares being registered are subject to holdbacks, as provided for in the Merger Agreement. Pursuant to joinder and lockup agreements signed by the selling stockholders, they agreed to only sell up to one-third of their shares when the registration statement is declared effective, up to an additional one-third 30 calendar days after the registration statement is declared effective, and the final one-third 60 calendar days after the registration statement is declared effective, all subject to adjustment for certain blackout periods that may occur under the Merger Agreement.
The following table sets forth information as of October 1, 2021, regarding the beneficial ownership of shares of our Class A common stock held by the selling stockholders and the number of shares of our Class A common stock that may from time to time be offered or sold pursuant to this prospectus. We have prepared the following table based on information given to us by, or on behalf of, the selling stockholders on or before the date hereof with respect to the beneficial ownership of the shares of our common stock held by the selling stockholders as of the date hereof. We have not independently verified this information.
Information concerning the selling stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. The selling stockholders may offer all, some or none of their shares of Class A common stock. We cannot advise you as to whether the selling stockholders will in fact sell any or all of such shares of Class A common stock. In addition, the selling stockholders listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, shares of our Class A common stock in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth in the table below.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. We have based our calculation of the percentage of beneficial ownership of the selling stockholders, both before and after the offering, on 116,822,655 shares of Class A common stock and 423,170,610 shares of our Class B common stock outstanding as of October 1, 2021. The information regarding shares beneficially owned after the offering assumes the sale of all shares offered by the selling stockholders and that the selling stockholders do not acquire any additional shares. Information in the table below is based on information filed with the SEC or obtained from the persons named below.
Beneficial Ownership Before the Offering
Beneficial Ownership After the Offering(1)
Class A
Common Stock
Total Common Stock
Total Voting Power Before the Offering
Number of shares offered
Class A
Common Stock
Total Common Stock
Total Voting Power After the Offering
Name of Selling StockholdersShares%%
%†
Shares%%
%†
Summit Partners Reinvestment Fund, L.P.(2)
4,950,8014.2%**4,950,801 
General Catalyst Group VI, L.P.(3)
4,480,1773.8%**4,480,177 
Boulder Ventures IV (Annex), L.P.1,728,4001.5%**1,728,400 
Intersouth Partners VII, L.P.1,503,2511.3%**1,503,251 
BrownSavano Direct Capital Partners, LP1,017,318***1,017,318 
Sanjeev Kumar Bansal732,132***732,132 
10


Grotech Partners VII, L.P.678,134***678,134 
Folke Lemaitre675,407***675,407 
Trio Lee Partners, LLC(3)
598,357***598,357 
Summit-TRIO, LLC(2)
588,047***588,047 
Harbert Venture Partners II, L.P.521,282***521,282 
Commonfund Capital Venture Partners X, L.P.507,980***507,980 
Mark C. Bishof & Jaquelin Taylor Bishof Joint Tenants by the Entirety487,454***487,454 
Yuchun Lee370,786***370,786 
All other selling stockholders who beneficially own, in the aggregate, less than 1% of our common stock (4)    
5,305,340 4.5%**5,302,539 2,801***
*    Represents less than one percent (1%).
    Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class A common stock are entitled to one vote per share, and the holders of our Class B common stock are entitled to ten votes per share.
(1)Assumes all shares offered by the selling stockholders hereby are sold and that the selling stockholders buy or sell no additional shares of common stock prior to the completion of this offering.
(2)Summit Partners, L.P. is the sole shareholder of Summit Partners RF, LLC, which is the general partner of Summit Partners RF, L.P., which is the general partner of Summit Partners Reinvestment Fund, L.P. Summit Partners, L.P., through a three-person investment committee, currently comprised of Peter Y. Chung, Bruce R. Evans and Martin J. Mannion, has voting and dispositive authority over any shares held by Summit Partners Reinvestment Fund, L.P. and Summit-TRIO, LLC. As such, each of the foregoing individuals and entities may be deemed to share beneficial ownership of the securities held of record by Summit Partners Reinvestment Fund, L.P. and/or Summit-TRIO, LLC. Each of Peter Y. Chung, Bruce R. Evans and Martin J. Mannion disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)General Catalyst Group VI, L.P. may be deemed to beneficially own shares held by Trio Lee Partners, LLC through its direct or indirect ownership of Trio Lee Partners, LLC. Kenneth Chenault, Joel E. Cutler, David P. Fialkow and Hemant Taneja hold final voting or investment power over any shares held by General Catalyst Group VI, L.P. and Trio Lee Partners, LLC. As such, each of the foregoing individuals may be deemed to share beneficial ownership of the securities held of record by Catalyst Group VI, L.P. and/or Trio Lee Partners, LLC. Each of Kenneth Chenault, Joel E. Cutler, David P. Fialkow and Hemant Taneja disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)Certain of these selling stockholders were former employees of Clarabridge and are now employed by us.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of October 1, 2021, for:
each of our named executive officers;
each of our directors;
all of our current directors and executive officers as a group; and
each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our Class A or Class B common stock (by number or by voting power).
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.
We have based our calculation of the percentage of beneficial ownership on 116,822,655 shares of our Class A common stock and 423,170,610 shares of our Class B common stock outstanding as of October 1, 2021. We have deemed shares of our common stock subject to restricted stock units, or RSUs, for which the service condition has been satisfied or would be satisfied within 60 days of October 1, 2021 to be outstanding and to be beneficially owned by the person holding the RSUs for the purpose of computing the percentage ownership of that person. However, we did not deem these shares subject to RSUs outstanding 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 Qualtrics International Inc., 333 West River Park Drive, Provo, Utah 84604.
Beneficial Ownership Before the OfferingBeneficial Ownership After the Offering
Class A
Common Stock
Class B
Common Stock
Total Voting Power Before the Offering
Class A
Common Stock
Class B
Common Stock
Total Voting Power After the Offering
Name of Beneficial OwnerShares%Shares%
%†
Shares%Shares%
%†
Directors and Named Executive Officers:
Ryan Smith(1)
6,400,840
5.5%
*6,400,8405.5%*
Zig Serafin(2)
221,365**221,365**
John Thimsen(3)
91,349**91,349**
Bill McMurray(4)
68,512**68,512**
Egon Durban
Sindhu Gangadharan
Christian Klein
Luka Mucic
Scott Russell
Donald J. Paoni
Kelly Steckelberg
All directors and executive officers as a group (11 persons)
6,782,066
5.8%
*6,782,0665.8%*
5% Stockholders:
SAP SE(5)
423,170,610
100.0%
97.3%423,170,610100.0%97.3%
*    Represents less than one percent (1%).
†    Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class A common stock are entitled to one vote per share, and the holders of our Class B common stock are entitled to ten votes per share.

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(1)Consists of (i) 6,000,000 shares of Class A common stock held by Q II, LLC, an entity controlled by Mr. Smith, our Founder and Executive Chair and (ii) 400,840 shares of Class A common stock subject to RSUs held by Mr. Smith that have vested or will vest and that will settle within 60 days of October 1, 2021. The address for Q II, LLC is 105 South State Street #513, Orem, Utah 84058.
(2)Consists of 221,365 shares of Class A common stock subject to RSUs held by Mr. Serafin that have vested or will vest and that will settle within 60 days of October 1, 2021.
(3)Consists of 91,349 shares of Class A common stock subject to RSUs held by Mr. Thimsen that have vested or will vest and that will settle within 60 days of October 1, 2021.
(4)Consists of 68,512 shares of Class A common stock subject to RSUs held by Mr. McMurray that have vested or will vest and that will settle within 60 days of October 1, 2021.
(5)Consists of 423,170,610 shares of Class B common stock held by SAP America, Inc., a wholly owned subsidiary of SAP SE. The address for SAP SE is Dietmar-Hopp-Allee 16, 69190 Walldorf, Federal Republic of Germany.



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PLAN OF DISTRIBUTION
The selling stockholders and any of their respective pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of our Class A common stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:
ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
through the writing of options on the shares;
to cover short sales made after the date that this registration statement is declared effective by the SEC;
broker-dealers may agree with a selling stockholder to sell a specified number of such shares at a stipulated price per share; and
a combination of any such methods of sale.
The selling stockholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.
The selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that the selling stockholders will attempt to sell shares of our Class A common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders.
In offering the shares covered by this prospectus, the selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any profits realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.
We are required to pay all fees and expenses incident to the registration of the shares to be offered and sold pursuant to this prospectus, but excluding brokerage commissions or underwriter discounts.
The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act, and the rules and regulations under such act, including,
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without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. In the event that any of the selling stockholders is deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then such selling stockholder will not be permitted to engage in short sales of our Class A common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then such selling stockholder will not be permitted to engage in a short sale of our Class A common stock. All of these limitations may affect the marketability of the shares.
In order to comply with the securities laws of certain states, if applicable, the shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
If any selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of Class A common stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between such selling stockholder and the broker-dealer.


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DESCRIPTION OF CAPITAL STOCK
General
The following description summarizes certain important terms of our capital stock and of our amended and restated certificate of incorporation and amended and restated bylaws. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section titled “Description of Capital Stock,” you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, which are filed with the SEC, and to the applicable provisions of Delaware law.
Our authorized capital stock consists of 3,100,000,000 shares of capital stock, par value $0.0001 per share, of which:
2,000,000,000 shares are designated as Class A common stock;
1,000,000,000 shares are designated as Class B common stock; and
100,000,000 shares of undesignated preferred stock.
As of the date of this prospectus, SAP, Silver Lake and Q II currently own 78.4%, 4.2% and 1.1%, respectively, of our common stock and no shares of preferred stock have been designated or are outstanding. Upon completion of this offering, there will be outstanding 116,822,655 shares of Class A common stock, 423,170,610 shares of Class B common stock and no shares of preferred stock.
Class A Common Stock and Class B 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 Class A common stock and Class B common stock are entitled to receive dividends, out of assets legally available, sharing equally in all such dividends on a per share basis, at the times and in the amounts that our board of directors may determine from time to time. See “Dividend Policy.”
Voting Rights
Except that holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to ten votes per share on all matters to be voted on by our stockholders and except with respect to the conversion, certain actions that require the consent of holders of Class B common stock and other protective provisions as set forth in this prospectus, the holders of Class A common stock and Class B common stock have identical rights. Subject to any rights of any series of preferred stock to elect directors, the holders of our Class A common stock and the holders of our Class B common stock, voting together as a single class, are entitled to elect all directors to our board of directors. In the event that the rights of any series of preferred stock would preclude the holders of our Class A common stock and the holders of our Class B common stock, voting together as a single class, from electing at least one director, the board of directors will increase the number of directors prior to the issuance of that preferred stock to the extent necessary to allow these stockholders to elect at least one director.
Delaware law would require either holders of our Class A common stock or Class B common stock to vote separately as a single class if a proposed amendment to our amended and restated certificate of incorporation would (i) increase or decrease the par value of such class or (ii) alter or change the powers, preferences, or special rights of such class in a manner that affected its holders adversely. Our amended and restated certificate of incorporation provides that the number of authorized shares of our Class A common stock, Class B common stock or preferred stock may be increased or decreased by the affirmative vote of the holders of a majority in voting power of the
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common stock and that no vote of the holders of our Class A common stock, Class B common stock or preferred stock voting separately as a class will be required therefor.
Generally, all other matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast at a meeting by all shares of Class A common stock and Class B common stock present in person or represented by proxy, voting together as a single class, subject to any voting rights granted to holders of any preferred stock.
No Preemptive or Similar Rights
Our Class A common stock and Class B common stock are not entitled to preemptive rights, and are not subject to conversion, redemption or sinking fund provisions, except for the conversion provisions with respect to the Class B common stock described below.
Right to Receive Liquidation Distributions
Upon our liquidation, dissolution or winding-up, the holders of our Class A common stock and Class B common stock are entitled to share equally in all of our assets remaining after payment of all liabilities and the liquidation preferences of any outstanding preferred stock.
Conversion
If all or any portion of our Class B common stock is distributed in a transaction that is intended to be tax-free for U.S. federal income tax purposes, or a Distribution, shares of our Class B common stock will no longer be convertible into shares of Class A common stock. Prior to any Distribution, all shares of Class B common stock will automatically be converted into shares of Class A common stock upon the transfer of such shares of Class B common stock by SAP to any party that is not beneficially owned by SAP. If a Distribution has not occurred, each share of Class B common stock will also automatically convert into a share of Class A common stock at such time as the number of shares of common stock owned by SAP falls below 20% of the outstanding shares of our common stock. All conversions will be effected on a share-for-share basis.
Fully Paid and Non-Assessable
In connection with this offering, our legal counsel will opine that the shares of our Class A common stock to be issued pursuant to this offering will be fully paid and non-assessable.
Approval Rights of Holders of Class B Common Stock
In addition to any other vote required by law or by our amended and restated certificate of incorporation, until the first date on which SAP ceases to beneficially own 20% or more of the outstanding shares of our common stock, the prior affirmative vote or written consent of SAP as the holder of the Class B common stock is required (subject in each case to certain exceptions) in order to authorize us to:
adopt or implement any stockholder rights plan or similar takeover defense measure;
consolidate or merge with or into any other entity;
permit any of our subsidiaries to consolidate or merge with or into any other entity, with certain exceptions;
acquire the stock or assets of another entity for consideration in excess of $100 million except in connection with acquisitions of securities pursuant to portfolio investment decisions in the ordinary course of business to which the company and one of more of our wholly owned subsidiaries are the only parties;
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issue any stock or other equity securities except to our subsidiaries or pursuant to this offering or to our employee benefit plans;
conduct any business other than the business of enterprise software and related businesses;
create, incur, assume or permit to exist any indebtedness or guarantee any indebtedness in excess of $100 million;
make any loan to, or purchase any debt securities of, any person in excess of $50 million;
take any actions to dissolve, liquidate or wind-up our company;
declare dividends on our stock;
redeem, purchase or otherwise acquire or retire for value any equity securities of the company except repurchases from employees, officers, directors or other service providers upon termination of employment or through the exercise of any right of first refusal;
enter into any joint venture or any exclusive or exclusionary arrangement with a third party; and
amend, terminate or adopt any provision inconsistent with certain provisions of our amended and restated certificate of incorporation or amended and restated bylaws.
Preferred Stock
Our board of directors is authorized, subject to the approval of our Class B stockholders and 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, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, 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 affect the voting power or other rights of the holders of our Class A common stock. The issuance of preferred stock could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our Class A common stock and the voting and other rights of the holders of our Class A and Class B common stock. We have no current plan to issue any shares of preferred stock.
Restricted Stock Units
The holders of outstanding restricted stock units in respect of shares of our Class A common stock are entitled to receive shares of our Class A common stock upon the achievement of certain performance goals and/or continued employment with us through a specified vesting period, as applicable. As of the date of this prospectus, there were 79,396,681 outstanding restricted stock units in respect of shares of our Class A common stock.
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Options
In connection with the Acquisition, on October 1, 2021, we assumed outstanding options to purchase shares of Clarabridge common stock, whether vested or unvested, and converted such options into options to purchase shares of our Class A common stock, with such converted options being referred to as the Assumed Options. The holders of the Assumed Options are entitled to receive shares of our Class A common stock, subject to the same terms and conditions that applied to the corresponding awards prior to the Acquisition. As of the date of this prospectus, there were Assumed Options covering 3,203,885 shares of our Class A common stock.
Registration Rights
We have entered into a stockholders’ agreement with SAP, Q II and Silver Lake which, among other things, provides for specified registration and other rights relating to the shares of our Class A common stock and Class B common stock owned by SAP, Q II and Silver Lake.
Pursuant to the terms of the Merger Agreement, we agreed to register the Acquisition Shares for resale on a registration statement within 15 days from closing of the Acquisition and maintain effectiveness for 12 months from closing, or such earlier time as all of the Acquisition Shares have been sold or are no longer outstanding.
Anti-Takeover Provisions
The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws, which are summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of our company. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.
Delaware Law
We will be governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
the transaction was approved by the board of directors prior to the time that the stockholder became an interested stockholder;
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
In general, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder, and an “interested stockholder” as a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing changes in control of our company.
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Amended and Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions
Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company, as well as changes in our board of directors or management team, including the following:
Board of Directors; Vacancies. Our board of directors will consist of not less than five directors, with the exact number to be determined by the board of directors.
Any director may be removed from office at any time, without cause, by the affirmative vote of the holders of our common stock representing at least a majority of the votes entitled to be cast on the election of such director.
Any vacancy on the board of directors that results from an increase in the number of directors may be filled only by a majority of the board of directors then in office, provided that a quorum is present, and any other vacancy occurring in the board of directors may be filled only by a majority of directors then in office, even if less than a quorum, or by a sole remaining director. However, until SAP ceases to be the beneficial owner of shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of Class A common stock and the holders of Class B common stock, voting together as a single class, any vacancy caused by the removal of a director by our stockholders may be filled only by our stockholders.
This will make it more difficult to change the composition of our board of directors and will promote continuity of management.
Dual-Class Common Stock. As described above in the section titled “—Class A Common Stock and Class B Common Stock—Voting Rights,” our amended and restated certificate of incorporation provides for a dual-class common stock structure pursuant to which holders of our Class B common stock have 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 common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.
Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws 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 our annual meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice.
To be in proper written form, a stockholder’s notice must set forth as to each matter of business the stockholder intends to bring before our annual meeting of stockholders: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Company’s books, of the stockholder proposing such business and any controlling stockholder or beneficial owner of stockholder’s shares, or a Stockholder Associated Person, (3) the class and number of our shares that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to our securities, and a description of any other agreement, arrangement or understanding the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to our securities, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of our voting shares required under applicable law to carry the proposal. In addition, to be in proper written form, a stockholder’s notice must be supplemented not later than ten days following the record date for the determination of stockholders entitled to notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date.
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To be in proper written form, a stockholder’s notice, as it relates to director nominations at annual meetings, must set forth: as to each nominee whom the stockholder proposes to nominate for election or re-election as a director: (1) the name, age, business address, and residence address of the nominee, (2) the principal occupation or employment of the nominee, (3) the information required to be provided pursuant to clauses (3) and (4) of the prior paragraph with respect to the nominee, (4) a description of all arrangements or understandings between or among any of the stockholder, each nominee, and/or any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or relating to the nominee’s potential service on the board of directors, (5) a written statement executed by the nominee acknowledging that, as a director of the Company, the nominee will owe a fiduciary duty under Delaware law with respect to the Company and its stockholders, and (6) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected). In addition, to be in proper written form, a stockholder’s notice must (i) provide, with respect to such stockholder, the information required to be provided pursuant to clauses (2) through (5) in the prior paragraph, and be supplemented not later than ten days following the record date for the determination of stockholders entitled to notice of the meeting to disclose the information contained in clauses (3) and (4) in the prior paragraph as of the record date (except that the references to “business” in such clauses shall instead refer to nominations of directors) and (ii) a statement whether either such stockholder will deliver a proxy statement and form of proxy to holders at least the percentage of the Company’s voting shares reasonably believed by such stockholder to be necessary to elect such nominee(s).
These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
Stockholder Action; Special Meeting of Stockholders. Our amended and restated certificate of incorporation provides that until such time as SAP ceases to hold shares representing at least a majority of votes entitled to be cast by the holders of Class A common stock and the holders of Class B common stock, voting together as a single class, any action required or permitted to be taken by stockholders at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, so long as written consent is obtained from the holders of the minimum number of votes that would have been required to authorize or take action if such a meeting were held. From and after such time as SAP ceases to hold shares representing at least a majority of the votes entitled to be cast by the holders of Class A common stock and the holders of Class B common stock, voting together as a single class, any action required or permitted to be taken by stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by a written consent or consents by stockholders in lieu of such a meeting.
Except as otherwise required by law, special meetings of our stockholders for any purpose or purposes may only be called by (1) our Executive Chair or Chief Executive Officer, (2) a majority of directors then in office, or (3) SAP, so long as SAP is the beneficial owner of at least a majority of the votes entitled to be cast by the holders of Class A common stock and the holders of Class B common stock, voting together as a single class. No business other than that stated in the notice of a special meeting may be transacted at such special meetings. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.
No Cumulative Voting. The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.
Amendment of Charter Provisions. Subject to the rights of holders of our Class B common stock to withhold their consent to the amendment of the provisions of our amended and restated certificate of incorporation relating to
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corporate opportunities and conflicts of interest between our company and SAP, certain provisions of our amended and restated certificate of incorporation, including those relating to corporate opportunities and conflicts of interest between us and SAP, the consent of SAP as the holder of our Class B common stock, our amended and restated bylaws, our board of directors and the indemnification of our directors and officers, may be amended by the affirmative vote of at least 80% of the votes entitled to be cast thereon. All other provisions of our amended and restated certificate of incorporation may be amended by the affirmative vote of a majority of the votes entitled to be cast thereon.
The board of directors may from time to time make, amend, supplement or repeal our amended and restated bylaws upon the vote of a majority of the board of directors. Once SAP ceases to own shares representing at least a majority of the votes entitled to be cast by the holders of Class A common stock and the holders of Class B common stock, voting together as a single class, our amended and restated certificate of incorporation provides that the sections of our amended and restated bylaws related to the removal of directors and the required advance notice related to stockholder proposals and nomination of directors by shareholders may only be amended by the affirmative vote of shares representing at least 80% of the votes entitled to be cast by the outstanding common stock, voting as a single class, subject to any voting rights granted to any holders of any preferred stock.
Issuance of Undesignated Preferred Stock. Our board of directors will have the authority, without further action by our stockholders, to issue up to 100,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means.
The foregoing provisions will make it more difficult for our existing stockholders, other than holders of our Class B common stock, to replace our board of directors, as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders, other than the holders of our Class B common stock, or another party to effect a change in management.
These provisions, including the dual-class structure of our common stock, are intended to preserve SAP’s control after completion of our initial public offering, facilitate our continued product innovation and the risk-taking that it requires, permit us to continue to prioritize our long-term goals rather than short-term results, enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.
Choice of Forums. Our amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees or our stockholders to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provisions of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to this provision. Our amended and restated bylaws also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act; provided, however, that our stockholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
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Provisions of Our Amended and Restated Certificate of Incorporation Relating to Related Person Transactions and Corporate Opportunities
In order to address potential conflicts of interest between us and SAP with respect to corporate opportunities that are otherwise permitted to be undertaken by us, our amended and restated certificate of incorporation contains provisions regulating and defining the conduct of our affairs as they may involve SAP and its officers and directors, and our powers, rights, duties and liabilities and those of our officers, directors and stockholders in connection with our relationship with SAP. In general, these provisions recognize that we and SAP may engage in the same or similar business activities and lines of business, may have an interest in the same areas of corporate opportunities and will continue to have contractual and business relations with each other, including officers and directors of SAP serving as our directors.
Our amended and restated certificate of incorporation provides that SAP will have the right to, and shall have no duty to refrain from:
engaging in the same or similar business activities or lines of business as us;
doing business with any of our clients or customers; or
employing or otherwise engaging any of our officers or employees.
Our amended and restated certificate of incorporation provides that if SAP acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both us and SAP, SAP will have no duty to communicate or present such corporate opportunity to us and we will, to the fullest extent permitted by law, renounce any interest or expectancy in any such opportunity and waive any claim that such corporate opportunity be presented to us. SAP will have satisfied its fiduciary duty with respect to such a corporate opportunity and will not be liable to us or our stockholders for breach of any fiduciary duty as our stockholder by reason of the fact that SAP acquires or seeks the corporate opportunity for itself, directs that corporate opportunity to another person or does not present that corporate opportunity to us.
If one of our directors or officers who is also a director or officer of SAP learns of a potential transaction or matter that may be a corporate opportunity for both us and SAP, our amended and restated certificate of incorporation provides that the director or officer will have satisfied his or her fiduciary duties to us and our stockholders, will not be liable for breach of fiduciary duties to us and our stockholders with respect to such corporate opportunity, and will be deemed not to have derived an improper personal economic gain from such corporate opportunity if the director or officer acts in good faith in a manner consistent with the following policy:
where an opportunity is offered to a Qualtrics director (but not an officer) who is also a director or officer of SAP, Qualtrics will be entitled to pursue such opportunity only when expressly offered to such individual solely in his or her capacity as a Qualtrics director;
where an opportunity is offered to a Qualtrics officer who is also an SAP officer, Qualtrics will be entitled to pursue such opportunity only when expressly offered to such individual solely in his or her capacity as a Qualtrics officer;
where an opportunity is offered to a Qualtrics officer who is also a director (but not an officer) of SAP, Qualtrics will be entitled to pursue such opportunity unless expressly offered to the individual solely in his or her capacity as an SAP director; and
where one of our officers or directors, who also serves as a director or officer of SAP, learns of a potential transaction or matter that may be a corporate opportunity for both us and SAP in any manner not addressed in the foregoing descriptions, such director or officer will have no duty to communicate or present that corporate opportunity to us and will not be liable to us or our stockholders for breach of fiduciary duty by reason of the fact that SAP pursues or acquires that corporate opportunity for itself.
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The foregoing limitation of liability provisions are not intended to be an allocation of corporate opportunities between us and SAP.
For purposes of our amended and restated certificate of incorporation, “corporate opportunities” include business opportunities which we are financially able to undertake, which are, from their nature, in our line of business, are of practical advantage to us and are ones in which we have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of SAP or its officers or directors will be brought into conflict with our self-interest.
The corporate opportunity provisions in our amended and restated certificate of incorporation will continue in effect until the later of (1) SAP ceasing to beneficially own 20% or more of the outstanding shares of our common stock and (2) the date upon which no Qualtrics officer or director is also an officer or director of SAP. The vote of at least 80% of the votes entitled to be cast will be required to amend, alter, change or repeal the corporate opportunity provisions.
By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to corporate opportunities that are described above.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A and Class B common stock is American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219.
Listing
Our Class A common stock is listed on Nasdaq under the symbol “XM.”

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SHARES ELIGIBLE FOR FUTURE SALE
Future sales of our Class A common stock in the public market, or the perception that those sales may occur, could adversely affect the prevailing market price of our Class A common stock at such time, which could make it more difficult for you to sell your shares of Class A common stock at a time and price that you consider appropriate, and could impair our ability to raise equity capital or use our Class A common stock as consideration for acquisitions of other businesses, investments or other corporate purposes in the future.
Immediately upon the completion of this offering, we will have a total of 116,822,655 shares of our Class A common stock outstanding and 423,170,610 shares of our Class B common stock outstanding, all of which will be owned by SAP. All shares of our Class A common stock to be sold in this offering will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.
All of our Class B common stock are deemed “restricted securities” as defined in Rule 144 under the Securities Act. These restricted securities, and the shares of Class A common stock into which the outstanding shares of our Class B common stock are convertible, may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act, which rule is summarized below.
Rule 144
In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a holder of restricted securities who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares of our common stock proposed to be sold for at least six months is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.
In general, under Rule 144, as currently in effect, our affiliates or persons selling shares of our common stock on behalf of our affiliates are entitled to sell upon expiration of the lock-up restrictions described above, within any three-month period, a number of shares that does not exceed the greater of:
1% of the number of shares of our Class A common stock then outstanding, which will equal 1,168,227 shares immediately after this offering; or
the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.
Sales under Rule 144 by our affiliates or persons selling shares of our common stock on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.
Registration Rights
We have entered into a stockholders’ agreement with SAP America, Q II and Silver Lake in which we granted SAP America, Q II and Silver Lake and their respective permitted transferees specified demand and/or piggyback registration rights with respect to the shares of our Class A common stock (including shares issuable upon any conversion of Class B common stock) and shares of our Class B common stock held by them from time to time. 28,518,484 outstanding shares of Class A common stock and all 423,170,610 outstanding shares of Class B common stock are entitled to such registration rights, which will constitute approximately 83.6% of our outstanding shares. Subject to the lock-up restrictions entered into in connection with our initial public offering, SAP America and
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Silver Lake and their respective permitted transferees have the right to require us from time to time to use our reasonable best efforts to effect registrations at any time, subject to customary restrictions. In addition, if we propose to register any of our equity securities for public sale, except in specified circumstances, we are required to give SAP America, Q II and Silver Lake and their respective permitted transferees the right to include shares of our Class A common stock and Class B common stock in the registration. The registration rights will be subject to customary notice requirements, timing restrictions and volume limitations that may be imposed by the underwriters of an offering.

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LEGAL MATTERS
The validity of the shares of our Class A common stock being offered by this prospectus is being passed upon for us by Shearman & Sterling LLP, New York, New York.
EXPERTS
The consolidated financial statements of Qualtrics International Inc. as of December 31, 2020 and 2019, and for each of the years in the three-year period ended December 31, 2020 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2020 financial statements refers to a change in the method of accounting for leases due to the adoption of a new standard as of January 1, 2019.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our Class A common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our Class A common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.
We are subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.Qualtrics.com. 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 a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC:

our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 that we filed with the SEC on March 9, 2021, including the information specifically incorporated by reference into such Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A filed on April 5, 2021;
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 that we filed with the SEC on May 6, 2021 and August 3, 2021, respectively;
our Current Reports on Form 8-K filed with the SEC on May 25, 2021, July 29, 2021, August 3, 2021, August 20, 2021, September 2, 2021, September 15, 2021 and October 1, 2021; and
the description of our common stock contained in our Registration Statement on Form 8-A12B filed with the SEC on January 27, 2021, including any amendments or reports filed for the purpose of updating such description.
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In addition, all reports and other documents filed by us under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the initial filing of the registration statement and prior to effectiveness of the registration statement, and until the termination of the offering of the shares covered by this prospectus (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) shall be deemed to be incorporated by reference into this prospectus.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any others subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide at no cost to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, other than exhibits to the documents unless the exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. These documents will be provided to you by contacting:

Qualtrics International Inc.
333 West River Park Drive
Provo, Utah 84604





















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PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses to be paid by us for this offering. All amounts shown are estimates except for the SEC registration fee.
Amount Paid or to be Paid
SEC registration fee$95,942 
Legal fees and expenses100,000 
Accounting fees and expenses45,000 
Transfer agent and registrar fees33,000 
Miscellaneous expenses26,058 
Total$300,000 
________________
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.
Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:
any breach of their duty of loyalty to us or our stockholders;
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
any transaction from which they derived an improper personal benefit.
Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.
In addition, our amended and restated bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party, or is threatened to be made a party, to any action, suit or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.
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Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions that are included in our amended and restated certificate of incorporation, amended and restated bylaws, and in indemnification agreements that we have entered into or will enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.
The Agreement and Plan of Merger by and among the registrant, SAP America, Inc., Bucknell Merger Subsidiary, Inc., Shareholder Representative Services LLC, in its capacity as the representative of the security holders of the registrant, and SAP SE, as guarantor, dated as of November 11, 2018, provides that the registrant will cause to be maintained, for a period of six years following the effective time of the merger referred to therein, directors and officers runoff insurance coverage, technology errors and omissions runoff insurance coverage and errors and omissions runoff insurance coverage for the registrant’s past and present directors and officers. The runoff insurance is required to provide the registrant’s past and present directors and officers with coverage that is not less favorable in the aggregate to the insured persons than the terms of the insurance coverage maintained by the registrant at the effective time of the merger.
We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.
Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.
The underwriting agreement filed as Exhibit 1.1 to the registration statement in connection with our initial public offering provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since January 1, 2018, we have issued the following unregistered securities:
Option and Restricted Stock Unit Issuances
From January 1, 2017 to January 23, 2019, we granted to our directors, officers, employees, consultants, and other service providers options to purchase an aggregate of 1,893,569 shares of what was then our Class B common stock under our 2014 Plan at exercise prices ranging from approximately $12.64 to $15.38 per share, and 27,295,550 RSUs for shares of what was then our Class B common stock under our 2014 Plan.
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In May 2018, we granted to the estate of one of our employees 22,050 RSUs for shares of what was then our Class B common stock pursuant to Section 4(a)(2) of the Securities Act.
On January 23, 2019, we granted an aggregate 6,100,000 RSUs for shares of what was then our Class B common stock to our co-founders.
We did not grant any options or RSUs subsequent to January 23, 2019.
Common Stock Issuances
In May 2018, we issued to the estate of one of our employees 17,950 shares of what was then our Class B common stock pursuant to Section 4(a)(2) of the Securities Act in consideration for past services rendered.
In December 2020, we sold 6,000,000 shares of our Class A common stock to Q II, LLC, an entity controlled by Ryan Smith, at a purchase price of $20.00 per share, for an aggregate purchase price of $120,000,000 pursuant to Section 4(a)(2) of the Securities Act.
On December 23, 2020, funds affiliated with Silver Lake Technology Management, L.L.C., or Silver Lake, agreed to purchase $550 million of shares of our Class A common stock, comprising (a) 15,018,484 shares at $21.64 per share and (b) $225 million of shares at the initial public offering price, in a concurrent private placement transaction pursuant to Section 4(a)(2) of the Securities Act, which we refer to as the Silver Lake investment. This transaction was completed on January 28, 2021.
Shares Issued in Connection with Acquisitions
On March 15, 2018, we acquired Delighted, Inc., or Delighted, by way of a merger pursuant to which the consideration payable by us included 426,238 shares of what was then our Class B common stock. All of the shares of what was then our Class B common stock were issued to former service providers and stockholders of Delighted and are subject to vesting and risk of forfeiture tied to their ongoing employment services to us.
On October 9, 2018, we acquired Temkin Group, a customer experience firm, by way of a purchase of all of its outstanding membership interests, pursuant to which the consideration payable by us included 167,500 shares of what was then our Class B common stock. All of the shares of what was then our Class B common stock were issued to former service providers and members of the customer experience firm and are subject to vesting and risk of forfeiture tied to their ongoing employment services to us.
On October 1, 2021, we acquired Clarabridge, Inc., or Clarabridge, a customer experience management software company, by way of a merger pursuant to which the consideration payable by us included 24,142,065 shares of our Class A common stock. All of the shares of our Class A common stock were issued to former stockholders of Clarabridge.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)Exhibits.
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See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.
(b)Financial Statement Schedules.
All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto which have been incorporated by reference in this prospectus
ITEM 17. UNDERTAKINGS.
(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, or the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in the registration statement.

(2)That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act to any purchaser,

(i)each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by
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Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(b)The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

 

 

 


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EXHIBIT INDEX
Exhibit NumberDescription
3.1
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
4.1
Specimen Class A common stock certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
5.1
10.1+
Master Transaction Agreement by and between the Registrant and SAP SE, dated February 1, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.2+
Administrative Services Agreement by and between the Registrant, SAP SE and SAP America, Inc., dated February 1, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.3+
Tax Sharing Agreement by and among the Registrant, Registrant’s affiliates, SAP SE, SAP America, Inc. and their affiliates (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.4+
Employee Matters Agreement by and between the Registrant and SAP SE, dated February 1, 2021 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.5
Intellectual Property Matters Agreement by and between the Registrant and SAP SE, dated February 1, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.6+
Distribution Agreement by and between the Registrant and SAP SE, dated February 1, 2021 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.7+
Insurance Matters Agreement by and between the Registrant and SAP SE, dated February 1, 2021 (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.8
Stockholders’ Agreement by and between the Registrant, SAP America, Inc. and Q II, LLC, dated February 1, 2021 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.9+
Real Estate Matters Agreement by and between the Registrant and SAP SE, dated February 1, 2021 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.10
Promissory Note 2 between the Registrant and SAP America, Inc., dated January 27, 2021 (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
10.11#
Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
10.12#
2021 Qualtrics Employee Omnibus Equity Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 12, 2021).
10.13#
2021 Qualtrics Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
II-6


10.14#
Employment Agreement, by and between the Registrant and Ryan Smith, dated as of January 7, 2021 (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 12, 2021).
10.15#
Employment Agreement, by and between the Registrant and John Thimsen, dated as of August 22, 2018 (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
10.16#
Compensation Letter, by the Registrant to Bill McMurray, effective as of May 18, 2020 (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
10.17+†
Office Lease Agreement, by and between SCD 2U LLC and Qualtrics, LLC, dated as of September 20, 2019 (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
10.18+†
Second Amendment to Lease, by and between SCD 2U LLC and Qualtrics, LLC, dated as of August 24, 2020 (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
10.19
Lease Agreement, by and between Timp Campus LLC and Qualtrics, LLC, dated as of October 15, 2018 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1, filed with the SEC on December 28, 2020).
10.20+
10.21#
Employment Agreement, by and between the Registrant and Zig Serafin, dated as of January 7, 2021 (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 12, 2021).
10.22#
Qualtrics International Inc. Executive Change in Control Severance Plan, adopted January 5, 2021 (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 12, 2021).
21.1
List of subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 9, 2021).
23.1
23.2
24.1
#    Represents management compensation plan, contract or arrangement.
+    Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.
†    Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).



II-7


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Provo, Utah, on this 1st day of October, 2021.
QUALTRICS INTERNATIONAL INC.
By:/s/ Blake Tierney
Name: Blake Tierney
Title: General Counsel

II-8


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Zig Serafin, Chris Beckstead and Blake Tierney, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933 increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Zig Serafin
Chief Executive Officer
(Principal Executive Officer) and Director
October 1, 2021
Zig Serafin
/s/ Rob Bachman
Chief Financial Officer
(Principal Financial and Accounting Officer)
October 1, 2021
Rob Bachman
/s/ Ryan SmithFounder, Executive Chair and DirectorOctober 1, 2021
Ryan Smith
/s/ Egon DurbanDirectorOctober 1, 2021
Egon Durban
/s/ Sindhu GangadharanDirectorOctober 1, 2021
Sindhu Gangadharan
/s/ Christian KleinDirectorOctober 1, 2021
Christian Klein
/s/ Luka MucicDirectorOctober 1, 2021
Luka Mucic
/s/ Donald J. PaoniDirectorOctober 1, 2021
Donald J. Paoni
/s/ Scott RussellDirectorOctober 1, 2021
Scott Russell
/s/ Kelly SteckelbergDirectorOctober 1, 2021
Kelly Steckelberg

II-9
EX-5.1 2 exh51-opinionofshearmanste.htm EX-5.1 Document
Exhibit 5.1
logo1ba.jpg
599 Lexington Avenue
New York, NY 10022-6069
+1.212.848.4000

October 1, 2021
Qualtrics International Inc.
333 West River Park Drive
Provo, Utah 84604

Qualtrics International Inc.
Ladies and Gentlemen:
We have acted as counsel to Qualtrics International Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 1, 2021 (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the resale of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Shares”), by certain selling shareholders identified in the Registration Statement. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. The offering of the Shares will be as set forth in the prospectus forming part of the Registration Statement (the “Prospectus”).
In that connection, we have reviewed originals or copies of the following documents:
(a)The Registration Statement.
(b)The Prospectus.
(c)The Amended and Restated Certificate of Incorporation of the Company, which is included as Exhibit 3.1 to the Registration Statement.
(d)The Amended and Restated Bylaws of the Company, which are included as Exhibit 3.2 to the Registration Statement.
(e)The originals or copies of such other corporate records of the Company, certificates of public officials and officers of the Company and such other documents and instruments as we have deemed necessary as a basis for the opinions expressed below.
For the purposes of this opinion letter, we have assumed:
(a)The genuineness of all signatures.
(b)The authenticity of the originals of the documents submitted to us.
(c)The conformity to authentic originals of any documents submitted to us as copies.
(d)As to matters of fact, the truthfulness of the representations made in certificates of public officials and officers of the Company.

SHEARMAN.COM
Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.


We have not independently established the validity of the foregoing assumptions.
Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that the Shares have been duly authorized by the Company and are validly issued, fully paid and non-assessable.
Our opinion set forth above is limited to the General Corporation Law of the State of Delaware and we do not express any opinion herein concerning any other law.
This opinion letter is provided solely in connection with the offering of the Shares pursuant to the Registration Statement and is not to be relied upon for any other purpose.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name therein and in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Shearman & Sterling LLP
RA/rer
KT

EX-10.20 3 exh1020-timpcampusxqualtri.htm EX-10.20 Document
EXHIBIT 10.20
PURCHASE AND SALE AGREEMENT
(Qualtrics Building)
This Purchase and Sale Agreement (this "Agreement") is made as of the "Effective Date" (defined below), between TIMP CAMPUS LLC, a Wyoming limited liability company ("Seller"), and QUALTRICS, LLC, a Delaware limited liability company ("Purchaser").
W I T N E S S E T H:
1.Certain Definitions. As used in this Agreement and any exhibits attached hereto, unless the context otherwise requires or as otherwise herein expressly provided, the following terms shall have the following meanings:
(a)Cash: Cash shall mean legal tender of the United States for the payment of debts, by wire transfer or other immediately available funds.
(b)Closing Date: The date agreed upon by Purchaser and Seller to close the transaction, no earlier than October 15, 2021 but no later than December 31, 2021.
(c)The “Initial Deposit” shall be the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), Cash. If this Agreement has not been terminated in accordance with Purchaser’s right to do so under Section 5 below, then Purchaser shall deliver to the Title company on or before the last day of the Inspection Period, an additional sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) Cash (the “Additional Deposit”). As used herein, the term “Earnest Money” shall mean the Initial Deposit and the Additional Deposit, together with any interest on such amounts. The Earnest Money shall be credited to the Purchase Price at the Closing (as defined in Section 9), except as otherwise provided in this Agreement.
(d)Effective Date: The date that this Agreement is fully executed by the parties and is received by the Title Company, as indicated by the Title Company Receipt attached to this Agreement.
(e)Property:
(i)Approximately 17.13 acres of land as more particularly described in Exhibit "A" attached hereto and incorporated by reference herein for all purposes (hereinafter called the "Land");
(ii)All buildings, structures, and improvements situated on the Land and all fixtures and other property owned by Seller and affixed thereto (the "Improvements"). The Improvements include an office building located at approximately 333 West River Park Drive, Provo, Utah;
(iii)Seller's right, title and interest in and to the rights and appurtenances pertaining to the Land and Improvements, including any right, title or interest of Seller in and to (A) easements, (B) reciprocal easement agreements,
Page 1


(C) adjacent streets, alleys, rightsofway, and any adjacent strips and gores of real estate relating to the Land and Improvements, and (D) all rights, privileges, licenses, hereditaments and other appurtenances relating to any of the foregoing (hereinafter called the "Appurtenances");
(iv)The personal property (the "Personal Property") owned by Seller and itemized on Schedule 2 attached hereto and incorporated by this reference; and
(v)Seller's right, title and interest in and to all, if any, (A)  warranties, guaranties, indemnities, and claims owned by Seller against third parties and relating to the Property, (B) licenses, permits, water and sanitary sewer and utility capacity allocable to the Land and governmental approvals, including, but not limited to, development rights, (C) service and other contracts, including, but not limited to, common area maintenance agreements, to the extent agreed to be assumed by Purchaser, and (D) plans, drawings, specifications, surveys, engineering reports, and other technical descriptions, to the extent the same relates in any way to the design, construction, ownership, use, leasing, maintenance, service, or operation of the Land, Improvements, or Personal Property.
The Land, the Improvements, the Appurtenances, the Personal Property, and all the other aforesaid rights are hereinafter collectively called the "Property".
(f)Purchase Price: Sixty-Seven Million and No/100 Dollars($67,000,000.00).
(g)Parties:
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Purchaser
Qualtrics, LLC
333 W. River Park Drive
Provo, UT 84604
Attn: Legal Department
Telephone No.: 385-203-4982
Fax No.: 866-562-9828
E-mail address: notice@qualtrics.com

with a copy to:
Holland & Hart LLP
222 S. Main Street, Ste. 2200
Salt Lake City, Utah 84101
Attn: Matt Wirthlin
Telephone No.: (801) 799-58257
Fax No.: (801) 799-5700
E-mail address: mwirthlin@hollandhart.com

Seller:
Timp Campus LLC
148 S Redmond Street
Jackson, WY 83001
Attn: Patrick Egbert or Cathy Handley
Telephone No.: 801-521-1008
E-mail address: Patrick@aicpvt.com

(h)Purchaser’s Broker. Eric Woodley of Woodley Real Estate.
(i)Seller’s Broker. N/A
(j)Tenant Lease: The Lease Agreement between Seller, as landlord, and Qualtrics, LLC, as tenant and dated October 15, 2018.
(k)Title Company:
Utah First Title Company
592 S. State Street
Orem, Utah 84058
Attn: Chuck Walker
Telephone: 801—318-4988
Fax No.                     
Email Address: chuck@utahfirsttitle.com

2.Purchase and Sale. For the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions herein contained, Seller hereby agrees to sell and convey, and Purchaser hereby agrees to purchase and pay the Purchase Price for, the Property payable all in Cash at the Closing.
Page 3


3.Earnest Money. Within two (2) business days of the mutual execution of this Agreement, Purchaser will deposit with the Title Company, in Cash, the Initial Deposit. The Title Company shall, promptly upon receipt, place the Initial Deposit, and all other Earnest Money in an interest-bearing, FDICinsured account in an institution approved by Seller. The interest thus derived shall become part of the Earnest Money and shall be paid to the party entitled to the Earnest Money in accordance with the terms hereof. The Earnest Money plus all interest to accrue thereon shall be fully insured throughout the term of this Agreement by the Federal Deposit Insurance Corporation. If the sale hereunder is consummated in accordance with the terms hereof, then the Earnest Money shall be applied to the Purchase Price to be paid by Purchaser at the Closing. In the event of default hereunder by Purchaser or Seller, the Earnest Money shall be applied as provided herein. If this Agreement is terminated by Purchaser in accordance with Purchaser's right to do so under the terms hereof, then the Earnest Money shall be returned to Purchaser. The Title Company agrees to promptly deliver, or cause to be delivered, to Seller and Purchaser a written acknowledgment by the Title Company that a copy of this Agreement has been received by the Title Company and that the Earnest Money is being held by the Title Company pursuant to the terms of this Agreement. In the event Purchaser shall fail to deliver the Earnest Money in Cash with the Title Company within two (2) business days of the mutual execution of this Agreement, Seller shall have the right to terminate this Agreement.
4.Delivery/Availability of Information. Within five (5) days after the Effective Date, Seller, at its expense, shall, to the extent that such Due Diligence Materials are in Seller's possession or reasonable control (without having to incur any costs payable to a third party), deliver to Purchaser the documents or materials described on Schedule 1 attached hereto and made a part hereof (the "Due Diligence Materials"). Except to the extent specifically provided in Section 6(b) below, nothing in this Agreement shall constitute or be construed to constitute a warranty or representation by Seller with respect to the accuracy, completeness, sufficiency or quality of any of the Due Diligence Materials or a warranty or representation that such Due Diligence Materials disclose all material facts with respect to the Property or do not omit to disclose any material fact with respect to the Property. Seller will provide Purchaser with any updated Due Diligence Materials within three (3) business days after receipt of the same by Seller or its legal counsel.
5.Owner's Title Policy Commitment. Seller shall request the Title Company to deliver to Purchaser as soon as reasonably possible, but in no event later than ten (10) days after the Effective Date, a commitment for an extended coverage owner’s policy of title insurance (herein called the "Title Commitment") issued by the Title Company, together with copies of all documents referenced or excepted therein, showing the status of title to the Property according to the Title Company and committing to issue the owner's title policy to Purchaser called for under Section 9 of this Agreement. Seller shall pay for the costs charged by the Title Company for the issuance of the Title Commitment and delivery of the documents referenced or excepted therein and for the issuance of an extended coverage owner’s policy of title insurance at Closing. Purchaser shall pay any additional charges to the extent Purchaser desires any indorsements to the owner’s policy of title insurance and all charges associated with any title policy required by any lender providing financing to Purchaser. Purchaser shall, on or before the expiration of 7 days after receiving Title Commitment notify Seller in writing of either its approval of the Title
Page 4


Commitment or its objection to requirements or exceptions that appear in the Title Commitment that are unacceptable to Purchaser, in Purchaser’s sole and absolute discretion ("Purchaser's Title Objections"). If Purchaser fails to so notify Seller of its approval of the Title Commitment or of Purchaser's Title Objections, Purchaser shall be deemed to have terminated this Agreement and shall be entitled to a refund of the entirety of the Earnest Money.
Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Purchaser's Title Objections, except to remove (at Closing, out of the closing proceeds) any deeds of trust, liens or other encumbrances which were created by Seller and are capable of discharge by the payment of money, which Seller hereby agrees to cause to be removed at Closing. If Seller is unable or unwilling to eliminate or modify Purchaser's Title Objections to the reasonable satisfaction of Purchaser, Seller shall so notify Purchaser in writing not later than five (5) business days after receipt of Purchaser's Title Objections, and Purchaser may, as its sole and exclusive remedies, (i) terminate this Agreement by delivering written notice to Seller within five (5) business days after Purchaser's receipt of written notice from Seller that Seller is unwilling or unable to eliminate or modify Purchaser's Title Objections, or (ii) accept such title as Seller can deliver, without any reduction in the Purchase Price, in which event such uncured Purchaser's Title Objections shall be included in the term "Permitted Encumbrances". Seller's failure to respond in writing to Purchaser's Title Objections within the above-referenced five business day period shall be deemed Seller's refusal to eliminate or modify any of Purchaser's Title Objections.
If Purchaser does not elect to terminate this Agreement within the period described in the immediately preceding paragraph, Purchaser shall be deemed to have accepted all exceptions to title and all other matters shown on the Title Commitment, and such exceptions shall be included in the term "Permitted Encumbrances." In the event of termination pursuant to this Section 5, the parties shall have no further rights or obligations hereunder (except for those obligations which this Agreement expressly provides shall survive such termination), and the Earnest Money shall be returned to Purchaser.
The term "Permitted Encumbrances" as used herein includes: (A) any easement, right of way, encroachment, reservation, exception, encumbrance, restriction, condition, covenant or other matter with respect to the Property (except deeds of trust, liens or other encumbrances created by Seller and capable of discharge by the payment of money, each of which Seller shall cause to be removed pursuant to this Section 5) that is reflected or addressed on the Title Commitment to which Purchaser timely approves, or this Section 5 and (B) any uncured Purchaser's Title Objections that become Permitted Encumbrances pursuant to this Section 5 of this Agreement.
6.Representations, Warranties, and Covenants.
(a)Purchaser represents and warrants to Seller that:
(i)The execution and delivery by Purchaser of, and Purchaser's performance under, this Agreement, are within Purchaser's powers and have been
Page 5


duly authorized by all requisite parties, and that the person executing this Agreement on behalf of Purchaser has the authority to do so.
(ii)This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms.
(iii)Performance of this Agreement will not result in any breach of, or constitute any default under, any agreement or other instrument to which Purchaser is a party or by which Purchaser might be bound.
Purchaser's representations and warranties in this Section 6(a) shall be true and correct as of the Effective Date, shall be deemed true and correct as of the Closing Date as if remade by separate certification at that time, and shall survive the Closing subject to the applicable statute of limitations. Between the Effective Date of this Agreement and the Closing Date, Purchaser shall have the right to deliver to Seller supplemental statements indicating any changes to the foregoing representations and warranties that Purchaser has discovered; provided that no such supplemental statement shall be deemed to cure a prior breach of such representations and warranties. Seller shall have a period of five (5) business days from and after receipt of any such supplemental statement (or, if the date of Closing is less than five (5) business days from the day on which Seller receives any such supplemental statement, the period from Seller's receipt until Closing) to notify Purchaser in writing of Seller's election to terminate this Agreement whereupon the Title Company shall return the Earnest Money to Purchaser and both parties will be relieved of any further obligations hereunder, except to the extent of prior breaches with respect to such updated representations and warranties and except for those obligations which expressly survive any termination hereof. In the event Seller does not so terminate this Agreement within such period, Seller shall be deemed to have accepted any changes to the foregoing representations and warranties set forth in the supplemental statement delivered by Purchaser and Seller shall have no further right to object to such changes.
(b)Seller represents and warrants to Purchaser that:
(i)The execution and delivery by Seller of, and Seller's performance under, this Agreement, are within Seller's powers and have been duly authorized by all requisite parties, and that the person executing this Agreement on behalf of Seller has the authority to do so.
(ii)This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms.
(iii)Performance of this Agreement will not result in any breach of, or constitute any default under, any agreement or other instrument to which Seller is a party or by which Seller is bound.
Page 6


(iv)There are no leases, licenses or other rights to occupy any portion of the Property in existence other than the Tenant Lease, or as evidenced or disclosed by the Title Commitment, Survey, or any of the Due Diligence Materials.
(v)There is no currently pending litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind that has been served or delivered upon Seller relating to the Property or any part thereof, or to Seller's Actual Knowledge (as defined below), which is threatened against or involves the Property or any part thereof.
(vi)There are no service or other contracts for the Property which are, or will be, a binding obligation of Purchaser or that could create a lien, leasehold or other possessory interest, security interest, or encumbrance in or against the Property or any part thereof after the Closing, other than those service contracts set forth on Schedule 3 attached hereto, Seller has delivered to Purchaser true, correct and complete copies thereof, and neither Seller, nor to Seller's Actual Knowledge, any other party to such service contracts, are in default under such service contracts in any material respect.
(vii)Except as disclosed in the Due Diligence Materials, Seller has not received written notice of any violations of Environmental Laws applicable to the Property or the ownership, use or occupancy thereof, and to Seller's Actual Knowledge, there are no current violations of any such laws. As used herein, the term "Environmental Laws" means any and all federal, state and local statutes, codes, laws, regulations, permits, ordinances, orders, decrees, or other requirements governing, controlling, or regulating Hazardous Substances. The term "Hazardous Substances" means any substance or material that is regulated as a toxic or hazardous substance, waste or material or a pollutant or contaminant, or words of similar import, in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended and reauthorized to date ("CERCLA"), the Resource Conservation and Recovery Act, as amended and reauthorized to date ("RCRA"), the Federal Water Pollution Control Act, as amended and reauthorized to date ("FWPCA"), or the Hazardous Materials Transportation Act, as amended and reauthorized to date ("HMTA"), and includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas, radioactive matter or medical waste.
(viii)Seller has no employees at the Property whose employment will become the obligation of Purchaser subsequent to the Closing.
(ix)Seller has not made an assignment for the benefit of creditors nor has Seller filed or had filed against it any petition in bankruptcy.
Page 7


(x)To Seller’s Actual Knowledge, Seller has received no written notice from governmental authorities of any material violations of any law or governmental regulation, statute, ordinance, code, rule or regulation applicable to the Property.
(xi)To Seller's Actual Knowledge, no condemnation proceedings relating to the Property or any portion thereof are pending or threatened in writing.
(xii)Seller is in compliance in all material respects with any and all contracts affecting the Property, including, but not limited to, any reciprocal easement agreements and common area maintenance agreements, and neither Seller, nor to Seller's Actual Knowledge, any other party to such contracts, are in default under such contracts.
(xiii)To Seller’s Actual Knowledge, the Improvements are in good operating condition and repair. To Seller’s Actual Knowledge, all equipment, systems and appliances related to the Property (including any heating, ventilation, plumbing, elevators and lifts, electrical and air conditioning systems, as well as all wiring, paving, roofing and other such aspects of the Property and all elevator and lift equipment and systems) are in good working order, and Seller has no notice that any such equipment, systems or appliances are in other than good operating condition and repair.
(xiv)To Seller’s Actual Knowledge, there are no material latent defects or material adverse facts that exist with respect to the physical condition of the Property, including, without limitation, adverse soil conditions.
(xv)Seller is not a foreign person, as that term is defined in Section 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, and that (i) Seller, nor any person or entity that directly owns a 10% or greater equity interest in Seller nor any of its officers, directors or managing members is a person or entity (each, a “Prohibited Person”) with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury, including those parties names on the OFAC’s Specially Designated and Blocked Persons List and those covered pursuant to Executive Order 13224 (the “Executive Order”) signed on September 24, 2001, entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; and (ii) that Seller’s activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or USA Patriot Act, or the regulations or orders promulgated thereunder (as amended from time to time, the “Money Laundering Acts”).
Whenever set forth in this Agreement, the phrase "Actual Knowledge" shall be deemed to mean only the current actual (and not constructive, imputed or implied) knowledge of
Page 8


Patrick Egbert, Joe Brown and Dave Hunter . Seller warrants and represents to Purchaser that Patrick Egbert, Joe Brown and Dave Hunter are the persons who, in the normal course of the operations of Seller, would have knowledge of the facts that are the subject of the warranties and representations made in this Section 6(b). With reference to warranties and representations made subject to Seller’s Actual Knowledge (or words of similar import), in no event shall Seller be liable for the inaccuracy of the underlying warranty or representation if Seller had no Actual Knowledge of the inaccuracy at the time of making the warranty or representation, unless Seller obtains Actual Knowledge of such inaccuracy subsequent to the making of the warranty or representation and fails to deliver a supplemental statement to Purchaser as required by the next succeeding paragraph.
Seller's representations and warranties in this Section 6(b) shall be true and correct as of the Effective Date, shall be deemed true and correct as of the Closing Date as if remade by separate certification at that time. The representations and warranties under Section 6(b)(i), 6(b)(ii) and 6(b)(iii) shall survive the Closing subject to the applicable statute of limitations, and Seller's remaining representations and warranties in this Section 6(b) shall survive the Closing for a period of one (1) year following the Closing Date. Between the Effective Date of this Agreement and the Closing Date, Seller shall have the right to deliver to Purchaser supplemental statements indicating any changes to the foregoing representations and warranties that Seller has discovered; provided that no such supplemental statement shall be deemed to cure a prior breach of such representations and warranties. Purchaser shall have a period of five (5) business days from and after receipt of any such supplemental statement (or, if the date of Closing is less than five (5) business days from the day on which Purchaser receives any such supplemental statement, the period from Purchaser's receipt until Closing) to notify Seller in writing of Purchaser's election to terminate this Agreement whereupon the Title Company shall return the Earnest Money to Purchaser and both parties will be relieved of any further obligations hereunder, except to the extent of prior breaches with respect to such updated representations and warranties and except for those obligations which expressly survive any termination hereof. In the event Purchaser does not so terminate this Agreement within such period, Purchaser shall be deemed to have accepted any changes to the foregoing representations and warranties set forth in the supplemental statement delivered by Seller, and Purchaser will have no further right to object to such changes.
(c)From the Effective Date to the date of Closing or termination of this Agreement pursuant to its terms, Seller, at Seller's sole expense:
(i)Shall manage, operate, maintain, repair, and insure the Property in the ordinary course of business in accordance with Seller's current practices (which obligation shall not include any obligation to make any capital expenditure) and shall not enter into any agreement or contract for the operation or maintenance of the Property or any part thereof that is, or will be, a binding obligation of Purchaser or that could create a lien, leasehold or other possessory interest,
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security interest, or encumbrance in or against the Property or any part thereof after the Closing; or
(ii)Shall not cause or permit any liens, encumbrances, easements, restrictions or other items to be recorded against the Property or any part thereof, in each case without the prior consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.
(d)During the term of this Agreement, Seller may leave the Property on the market, but shall not solicit or accept any offers to purchase the Property from any person or party other than Purchaser. Seller shall not enter into any discussions or negotiations with any person or party other than Purchaser with respect to any such purchase or sale of the Property or enter into any agreements or contracts (other than this Agreement) with respect to any such purchase.
(e)Seller, Purchaser, and Qualtrics, LLC agree as follows:
(i)The parties agree that concurrently with the Closing, Seller and Qualtrics, LLC will terminate the Tenant Lease and all of the right, title, and interest of Qualtrics, LLC to the Property under the Tenant Lease.
By executing a copy of this Agreement in the space indicated below, Seller and Qualtrics, LLC each agree to perform their respective obligations under this Section 6(e).
7.Conditions to Purchaser's Obligations. It shall be a condition precedent to Purchaser's obligations hereunder (unless waived by Purchaser) that:
(a)Seller shall have substantially performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller;
(b)There shall have been no breach in any material respect of Seller's representations and warranties prior to, or as of, the Closing;
(c)As of the Closing, there shall not be any of the following by or against or with respect to Seller: (1) a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law, (2) the appointment of a trustee or receiver of any property interest, or (3) an assignment for the benefit of creditors; and
(d)The Tenant Lease shall have been terminated in accordance with the provisions of this Agreement and the Tenant Lease.
8.Conditions to Seller’s Obligations. It shall be a condition precedent to Seller's obligations hereunder (unless waived by Seller) that:
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(a)Purchaser shall have substantially performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Purchaser;
(b)There shall have been no breach in any material respect of Purchaser's representations and warranties prior to, or as of, the Closing;
(c)As of the Closing, there shall not be any of the following by or against or with respect to Purchaser: (1) a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any other applicable federal or state bankruptcy law or other similar law, (2) the appointment of a trustee or receiver of any property interest, or (3) an assignment for the benefit of creditors; and
9.The Closing. The closing (the "Closing") of this transaction shall take place on the Closing Date at a time acceptable to Purchaser and Seller, at the offices of the Title Company; provided, however, that Purchaser and Seller reserve the right to close this transaction on the Closing Date by delivering appropriate escrow instructions to the Title Company. At or prior to the Closing, the following shall occur:
(a)Seller shall deliver to Purchaser a duly executed and acknowledged special warranty deed (the "Deed") in the form attached hereto as Exhibit "B" subject only to the Permitted Encumbrances and taxes for the year of Closing, payment of which shall be prorated as herein set forth and assumed by Purchaser.
(b)Seller shall deliver a Bill of Sale and Assignment in the form attached hereto as Exhibit "C" conveying all Personal Property to Purchaser.
(c)Seller shall execute and deliver to the Title Company any and all affidavits, certificates or other documents reasonably required by the Title Company in order to cause the Title Company to issue at the Closing to Purchaser an extended coverage owner’s policy of title insurance with respect to the Property in the form and condition required by this Agreement and otherwise reasonably acceptable to Purchaser (it being understood that Purchaser will provide any certificates or undertakings reasonably required in order to induce the Title Company to insure over any “gap” period resulting from any delay in recording of documents or later-dating the title-insurance file)
(d)Purchaser shall deliver to the Title Company, for the account of the Seller, the Purchase Price in Cash, plus or minus applicable prorations determined in a manner consistent with this Agreement.
(e)The Title Company shall be committed to deliver to Purchaser at or as soon as practicable after the Closing, an owner's title policy with extended coverage issued by the Title Company in the amount of the Purchase Price insuring that Purchaser owns fee simple title to the Property, subject to no exceptions, other than (i) the Permitted Encumbrances, and (ii) the rights of the tenant under the Tenant Lease together with such endorsements as Purchaser may request. Seller shall pay for the cost of the extended
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coverage owner’s policy of title insurance and Purchaser shall pay for the cost of any endorsements that are expressly required by Purchaser (except to the extent that such endorsements have been required by Purchaser (and agreed to by Seller) in connection with curing any of Purchaser’s Title Objections or Purchaser’s Survey Exceptions).
(f)Real estate taxes for the then current year relating to the Property shall be prorated as of the Closing Date. If the Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property for the immediately preceding year and such proration shall be final for all purposes as of the Closing Date. All special taxes or assessments actually assessed prior to the Closing Date shall be prorated as set forth above, and those assessed after the Closing Date shall be paid by Purchaser.
(g)Seller and Purchaser acknowledge that utilities (e.g., gas, electricity, and water, but not telephone or internet) are currently maintained in the name of Qualtrics, LLC pursuant to the Tenant Lease and that utilities will continue to be maintained in the name of Qualtrics, LLC after the Closing. All sums due for utilities will be paid by Qualtrics, LLC.
(h)All other income and expenses, including, without limitation, insurance, from the Property shall be prorated so that Seller is entitled to such income (and shall bear such expenses) prior to the Closing Date; and Purchaser is entitled to such income (and shall bear such expenses) on and after the Closing Date.
(i)To the extent that information for any proration herein is not available at the Closing, such proration shall be based on the most recent invoice or statement available, and such proration shall be final for all purposes as of the Closing Date.
(j)To the extent the Seller has possession thereof, the Seller will deliver to Purchaser all keys and combinations to locks and other security devices located on the Property, and all other items in the Seller or the Seller's agent's possession constituting the Property.
(k)To the extent the Seller has possession thereof, the Seller will deliver to Purchaser originals or copies of all licenses, permits, and governmental certificates and approvals relating to the Property in Seller's possession or control.
(l)Seller and Purchaser shall execute and send letters to all utility companies advising of the change of ownership of the Property and an assignment to Purchaser of all utility capacity (if any) allocated to the Property.
(m)Any other Closing fees charged by the Title Company (which fees shall be reasonable and consistent with other charges customarily incurred to close similar transactions in the state and county in which the Property is located) shall be paid one-half (1/2) by Seller and one-half (1/2) by Purchaser. Seller shall pay for all fees for the recording of the deed, all documentary stamps, transfer taxes, and similar taxes and fees.
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Each party shall be responsible for the payment of its own attorneys' fees incurred in connection with the transaction which is the subject of this Agreement.
(n)Possession of the Property shall be given to Purchaser, subject to the Permitted Encumbrances.
(o)Seller shall deliver to Purchaser a "non-foreign affidavit" acknowledging that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code.
(p)Purchaser and Seller shall deliver to each other such documentary and other evidence as may be reasonably required by them or the Title Company evidencing the status and capacity of Purchaser or Seller and the authority of the person or persons who are executing the various documents on behalf of Purchaser or Seller in connection with this Agreement.
10.Casualty Damage to Property. Seller agrees to give Purchaser prompt notice, after Seller is notified, of any fire or other casualty occurring at the Property between the Effective Date and the Closing. If prior to the Closing there shall occur damage to the Property caused by fire or other casualty, which would cost twenty percent (20%) of the Purchase Price or more to repair based on Seller's reasonable estimate, then, in such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given to Seller within seven (7) days after Purchaser has received the notice referred to above or on the Closing Date, whichever is earlier. If Purchaser does not so elect to terminate its obligations under this Agreement, then the Closing shall take place as provided herein, without reduction of the Purchase Price and there shall be assigned to Purchaser at Closing all interest of the Seller in and to any insurance proceeds which may be payable to Seller on account of such occurrence and Seller shall pay to Purchaser the amount of any deductible under such insurance. If prior to the Closing there shall occur, damage to the property caused by fire or other casualty which would cost less than twenty percent (20%) of the Purchase Price based on Seller's reasonable estimate, then, and in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interests of the Seller in and to any insurance proceeds which may be payable to Seller on account of any such occurrence and Seller shall pay to Purchaser the amount of any deductible under such insurance.
11.Condemnation. If at any time prior to the Closing, all or any portion of the Property is taken by condemnation or legal proceedings commenced under the power of eminent domain, Seller shall give Purchaser written notice of such fact, and shall furnish to Purchaser copies of all notices received by Seller pertaining thereto. Purchaser shall have the right, within seven (7) days after the receipt of such notice or on the Closing Date, whichever is earlier, to terminate this Agreement by written notice to Seller, in which event Purchaser shall be entitled to the return of its Earnest Money, and neither Seller nor Purchaser shall have any further obligations hereunder, except for those provisions which survive termination of this Agreement. If this Agreement is not so terminated, Purchaser shall be obligated to proceed with the Closing hereunder and all damage awarded for the taking of all or a portion of the Property by the court
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with jurisdiction over such condemnation action shall belong to the Purchaser. The Purchase Price will not be abated or reduced on account of any such proceedings.
12.Remedies.
(a)Purchaser's Remedies.
(i)Except as provided below Section 12(a)(ii) below, if Seller breaches any warranty or representation contained in this Agreement or defaults in the performance of any condition to be complied with or any covenant, agreement or obligation to be performed by Seller under the terms and provisions of this Agreement, and such breach or default continues for ten (10) days after written notice from Purchaser to Seller, Purchaser, as Purchaser's sole and exclusive remedy, shall be entitled to: (i) terminate this Agreement by giving written notice thereof to Seller, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement unless expressly provided otherwise in this Agreement; or (ii) enforce specific performance of Seller's obligations under this Agreement; provided, however, that if, due to any act of Seller, specific performance is impossible or the applicable trier of fact determines that, because of such act, specific performance is not an appropriate or available remedy, Purchaser shall have the right to exercise any and all remedies available to Purchaser at law and in equity. In the event of a termination by Purchaser under (i) above, Purchaser may bring an action to recover from Seller, Purchaser's actual and reasonable out-of-pocket expenses paid or incurred by Purchaser in connection with this Agreement in an amount not to exceed Twenty Thousand and No/100 Dollars ($20,000.00), inclusive of attorneys’ fees and costs.
(ii)The limitations set forth above in this Section 12(a)(i) above shall not apply to a default by Seller under (1) Section 6(b), but only to the extent that such default occurs at or after the Closing (including with respect to the representations and warranties of Seller contained in Section 6(b) that are deemed pursuant to the provisions of Section 6(b) to be restated and true and correct as of the Closing Date), (2) any other covenant of Seller under this Agreement which, pursuant to the express provisions of this Agreement, survives the Closing, but only to the extent that such default occurs at or after the Closing. Seller's total liability to Purchaser for any and all breaches occurring at or after the Closing of any covenant, representation and warranty, or other obligation or liability contained in this Agreement shall not exceed One Million and No/100 Dollars ($1,000,000.00), in the aggregate, but inclusive of attorneys’ fees and costs; provided, however, Purchaser shall have no right to assert a claim or bring a cause of action against Seller for any breach of any covenant, representation and warranty, or other obligation or liability contained in this Agreement or any certificate, assignment or other document delivered in connection with this Agreement unless the damage to Purchaser as a result of such claim (individually
Page 14


or when combined with damages from other claims described in this Section) equals or exceeds Fifty Thousand Dollars ($50,000.00).
(b)Seller's Remedies. Except as provided below in this Section 12(b), in the event Purchaser breaches any warranty or representation contained in this Agreement or fails to comply with or perform any of the covenants, agreements or obligations to be performed by Purchaser under the terms and provisions of this Agreement and such breach or default continues for ten (10) days after written notice from Seller to Purchaser, the Earnest Money shall become due to Seller as full liquidated damages and as Seller's sole and exclusive remedy, whereupon this Agreement shall automatically terminate. Purchaser and Seller acknowledge that it would be difficult or impossible to ascertain the actual damages suffered by Seller as a result of any such default by Purchaser and agree that such liquidated damages are a reasonable estimate of such damages. Notwithstanding anything to the contrary in this Section 12(b), the limitations set forth above in this Section 12(b) shall not apply to a default by Purchaser under (1) any other covenant of Purchaser under this Agreement which, pursuant to the express provisions of this Agreement, survives the Closing, but only to the extent that such default occurs at or after the Closing, or (2) any document delivered by Purchaser at the Closing.
(c)Notwithstanding anything to the contrary in this Agreement, in no event shall either Seller or Purchaser be liable for any special, incidental, consequential, or punitive damages whatsoever (including, without limitation, loss of business profits or opportunity) arising from or relating to this Agreement or any duty to be performed under or arising from this Agreement and by execution of this Agreement, Purchaser and Seller each waives any right to claim or seek any such damages.
(d)The provisions of this Section 2 shall survive the Closing or any termination of this Agreement.
13.Waiving of Jury Trial. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL PARTIES WAIVE THE RIGHT TO A JURY TRIAL IN THE EVENT OF LITIGATION.
14.Governing Law. The laws of the state in which the Property is located will govern the validity, construction, interpretation and enforcement of this Agreement.
15.Notice. Any notice or communication required or permitted hereunder shall be given in writing, sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, (c) United States mail, postage prepaid, registered or certified mail, (d) facsimile or email (provided that such facsimile or email is followed by mail or delivery) addressed to the respective addresses set forth in Section 1 above, or to such other address within the continental United States or to the attention of such other persons as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery
Page 15


service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of fax upon receipt.
16.Assignment. Purchaser may assign this Agreement at any time to any entity that is related to Purchaser (a "Permitted Assignment"). Other than a Permitted Assignment, Purchaser may not assign its interest in this Agreement without obtaining the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed. Purchaser hereby agrees that any assignment by Purchaser in contravention of this provision shall be void and shall not relieve Purchaser of its obligations and liabilities hereunder.
17.No Representations. EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 6 OF THIS AGREEMENT, AND EXCEPT AS TO THE WARRANTY OF TITLE AS EXPRESSLY SET FORTH IN THE DEED TO BE DELIVERED AT CLOSING, THE PROPERTY IS TO BE SOLD "ASIS," "WHEREIS," AND "WITH ALL FAULTS" AND SELLER MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, ITS PHYSICAL CONDITION, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, OR WITH RESPECT TO THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAWS, RULES, ORDINANCES OR REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH AND/OR THE ENVIRONMENT) AND PURCHASER EXPRESSLY WAIVES THE RIGHT TO ASSERT ANY CLAIMS WITH RESPECT TO ANY SUCH MATTERS AND RELEASES SELLER FROM ANY LIABILITY WITH RESPECT THERETO. THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY. ANY SUIT BY PURCHASER FOR ANY BREACH BY SELLER OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED HEREIN MUST BE FILED ON OR BEFORE ONE YEAR AND ONE (1) DAY AFTER THE CLOSING DATE OR IT SHALL BE FOREVER BARRED. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS SECTION SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.
18.Commissions. It is understood that Eric Woodley of Woodley Real Estate is representing the Purchaser in this transaction. Purchaser has agreed to pay Woodley Real Estate a sales commission with respect to the sale of the Property pursuant to this Agreement. Purchaser shall indemnify, defend and hold harmless Seller from and against all claims, liabilities, costs, damages, and expenses (including, without limitation, attorneys' fees and costs) arising out of any claim for the foregoing payment in connection with this transaction. Except for the foregoing Broker, it is understood that neither Seller nor Purchaser has engaged any other broker or finder in connection with this transaction. Each party shall indemnify, defend and hold harmless, the other from and against all claims, liabilities, costs, damages and expenses (including, without limitation, attorneys' fees and costs) resulting from or arising out of any claims for fees, costs, or commissions arising out of any contract or commitment made by or through the indemnifying party with any broker or finder other than the foregoing Broker. The
Page 16


obligations of the parties under this Section shall survive the Closing or the earlier termination of this Agreement.
19.Attorneys' Fees and Legal Expenses. Should either party hereto institute any action or proceeding in court to enforce any provision hereof or for damages by reason of any alleged breach of any provision of this Agreement or for any other judicial remedy, the prevailing party shall be entitled to receive from the losing party all reasonable attorneys' fees and all court costs in connection with said proceedings.
20.Section Headings. The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof.
21.Entire Agreement. This Agreement embodies the entire agreement between the parties hereto and supersedes any prior understandings or written or oral agreements between the parties concerning the Property. This Agreement cannot be varied, modified, amended or altered except by the written agreement of the parties.
22.Applicability. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns, except as expressly set forth herein.
23.Time. Time is of the essence in the performance of the parties' obligations under this Agreement.
24.Gender and Number. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires.
25.Reporting of Foreign Investment. Seller and Purchaser agree to comply with any and all reporting requirements applicable to the transaction which is the subject of this Agreement which are set forth in any law, including, but not limited to, The International Investment Survey Act of 1976, The Agricultural Foreign Investment Disclosure Act of 1978, The Foreign Investment in Real Property Tax Act of 1980 and the Tax Reform Act of 1984, and further agree upon request of one party to furnish the other party with evidence of such compliance.
26.Allocation of Purchase Price. The parties shall use good faith efforts to agree upon the allocation of the Purchase Price to the various classes of assets included within the Property priorto 21 days after the Effective date of this agreement.. Allocations made pursuant to this Section 6 shall be used by the parties for all tax and other government reporting purposes. To the extent the parties do not agree on allocations of the Purchase Price, each party shall be free to allocate for its own uses such Purchase Price in its sole discretion.
27.Exhibits. All exhibits described herein and attached hereto are fully incorporated into this Agreement by this reference for all purposes.
Page 17


28.Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. Facsimile, .pdf or electronic signatures shall be considered valid, binding and effective for all purposes.
29.Confidentiality. Seller and Purchaser hereby covenant and agree that, at all times after the date of execution hereof and prior to the Closing, unless consented to in writing by the other party, no press release or other public disclosure concerning this transaction shall be made, and each party agrees to use best efforts to prevent public disclosure of this transaction, other than (a) to partners or joint venturers owning interests in the parties, and employees, attorneys, accountants, agents and affiliates of the parties who are involved in the ordinary course of business with this transaction, all of which shall be instructed to comply with the nondisclosure provisions hereof, (b) in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction, and (c) in any filings with governmental authorities required by reason of the transactions provided for herein.
30.Prohibition Against Recordation. This Agreement is not to be recorded. If this Agreement or any memorandum or affidavit of this Agreement is filed for record by Purchaser in the county where the Property is located, then, notwithstanding any provision hereof, Seller shall have the sole and exclusive right to terminate this Agreement by written notice filed of record in the county where the Property is located, whereupon the Earnest Money shall be forfeited to Seller as liquidated damages. In addition, if this Agreement is filed for record by Purchaser, Purchaser agrees to immediately execute a release of this Agreement in recordable form, and all parties hereto shall thereupon automatically be fully and finally released from all provisions of this Agreement, other than the provisions which survive termination of this Agreement.
31.Holidays. If any day for performance of a party's obligations hereunder falls on a Saturday, Sunday, or other legal holiday, the day for performance of such obligation shall be extended to the next business day. For purposes of this Agreement, the term "business day" shall mean any day that is not a Saturday, Sunday, or other legal holiday (a legal holiday being any day on which the United States Postal Service does not deliver first class mail).
32.Rule of Construction. Purchaser and Seller have each read and fully understand the terms of this Agreement, and each has had the opportunity to have this Agreement reviewed by its own counsel. The rule of construction providing that ambiguities in an agreement shall be construed against the party drafting the same shall not apply.
33.1031 Exchange. Seller’s sale of the Property may be a part of a tax-deferred exchange to Seller. If so, then Seller shall notify Purchaser of such fact at least ten (10) days prior to the Closing Date. In connection therewith, Purchaser agrees to execute such documents as may be reasonably acceptable to Purchaser and as may be reasonably necessary to accommodate the tax-deferred exchange, and to otherwise cooperate with Seller, provided such exchange does not result in any delay or postponement of Closing and Purchaser does not incur any additional costs as a result of such exchange, and provided further that Purchaser shall not be required to take title to any exchange property or to assume any liability in connection therewith.
[SIGNATURES ON FOLLOWING PAGE]
Page 18


    IN WITNESS WHEREOF, this Agreement is executed in multiple originals with an Effective Date as defined in Section 1 hereof.
SELLER:

TIMP CAMPUSLLC
, a Wyoming limited liability company


DATE: August 31, 2021    
By:    /s/ Matt Ireland    
Name:      Matt Ireland    
Title:     Manager        

PURCHASER:

QUALTRICS, LLC
, a Delaware limited liability company


DATE: August 30, 2021    
By:    /s/ Amy Rose        
Name:     Amy Rose         
Title:    Corporate Counsel    

[SIGNATURES CONTINUE ON FOLLOWING PAGE]


Page 19














DATE: August 30, 2021

The undersigned Qualtrics, LLC, hereby (i) agrees to be bound by all obligations of Qualtrics, LLC, arising under Section 6(e) above and (ii) confirms in all material respects the accuracy of all representations and warranties made by Purchaser with respect to Qualtrics, LLC, in said Section 6(e):

QUALTRICS, LLC



By:    /s/ Amy Rose    
Name:     Amy Rose        
Title:    Corporate Counsel


Page 20


TITLE COMPANY RECEIPT
The undersigned Title Company hereby acknowledges receipt of (1) a counterpart of this Agreement, and (2) Purchaser's covenant to deliver the Earnest Money referred to in Section 3 of the Agreement. The Title Company agrees to hold and disburse the Earnest Money in accordance with the provisions of this Agreement. The Title Company further agrees that it shall be responsible for all reporting to the Internal Revenue Service relating to the transaction contemplated by this Agreement that is required under Section 6045 of the Internal Revenue Code of 1986, as amended.
EXECUTED as of the 31 day of August, 2021.
                    


By:
    /s/ Charles S. Walker            
Name:        Charles Walker        
Title:        President            

Page 21


LIST OF EXHIBITS AND SCHEDULES
Schedule 1    -    Due Diligence Materials
Schedule 2    -    Personal Property
Schedule 3    -    Service Contracts
Exhibit "A"     -    Land
Exhibit "B"    -    Deed
Exhibit "C"    -    Bill of Sale


Page 22
EX-23.1 4 exhibit231-sx1q3followon.htm EX-23.1 Document
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 9, 2021, with respect to the consolidated financial statements of Qualtrics International Inc., incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Salt Lake City, Utah
October 1, 2021

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