Udemy, Inc. Sample Contracts

UDEMY, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 5th, 2021 • Udemy, Inc. • Services-educational services • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of , 20 and is between Udemy, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

•] Shares UDEMY, INC. COMMON STOCK ($0.00001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • October 20th, 2021 • Udemy, Inc. • Services-educational services • New York
CREDIT AGREEMENT dated as of May 30, 2025 among UDEMY, INC., as the Borrower, the other Loan Parties party hereto, the Lenders party hereto and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., and MUFG BANK, LTD. as Joint Lead Arrangers and...
Credit Agreement • June 3rd, 2025 • Udemy, Inc. • Services-educational services • New York

THIS CREDIT AGREEMENT, dated as of May 30, 2025 (as it may be amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time, this “Agreement”), among UDEMY, INC., a Delaware corporation, as the Borrower, the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time and CITIBANK, N.A., as the Administrative Agent.

UDEMY, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • March 12th, 2025 • Udemy, Inc. • Services-educational services • California

This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Hugo Sarrazin (the “Executive”), effective as of March 12, 2025 (the “Effective Date”).

Udemy, Inc. Confirmatory Employment Letter February 1, 2023
Confirmatory Employment Letter • February 27th, 2023 • Udemy, Inc. • Services-educational services

This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.

Letterhead of Udemy, Inc.] Employment Letter July 28, 2024
Employment Agreement • February 19th, 2025 • Udemy, Inc. • Services-educational services

This letter agreement (this “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment.

AGREEMENT AND PLAN OF MERGER by and among UDEMY, INC. COURSERA, INC. and CHESS MERGER SUB, INC. Dated as of December 17, 2025
Merger Agreement • December 18th, 2025 • Udemy, Inc. • Services-educational services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2025 (this “Agreement”), by and among Udemy, Inc., a Delaware corporation (“Udemy”), Coursera, Inc. a Delaware public benefit corporation (“Coursera”), and Chess Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Coursera (“Merger Sub”).

VOTING AGREEMENT
Voting Agreement • December 18th, 2025 • Udemy, Inc. • Services-educational services • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of December 17, 2025, is by and among Udemy, Inc., a Delaware corporation (“Udemy”), and the undersigned signatories set forth on the signature pages hereto under the heading “Coursera Stockholders” (collectively, the “Coursera Stockholders”). Udemy and the Coursera Stockholders are each sometimes referred to herein individually as a “party” and collectively as the “parties.”

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 19th, 2025 • Udemy, Inc. • Services-educational services • California

This Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and __________ (the “Executive”), effective as of ____________ (the “Effective Date”).

UDEMY, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 5th, 2021 • Udemy, Inc. • Services-educational services • Delaware

This FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 13, 2020, by and among UDEMY, INC., a Delaware corporation (the “Company”), the investors listed on Exhibit A (collectively, the “Investors” and individually, an “Investor”), and those certain holders of the Company’s Common Stock listed on Exhibit B (collectively, the “Common Holders” and individually, a “Common Holder”).

UDEMY, INC. CONSULTING AGREEMENT
Consulting Agreement • June 11th, 2025 • Udemy, Inc. • Services-educational services • California

This Consulting Agreement (this “Agreement”) is made and entered into as of June 11, 2025 (the “Effective Date”) by and between Udemy, Inc., a Delaware corporation with its principal place of business at 600 Harrison Street, Third Floor, San Francisco, CA 94107 (the “Company”), and Ozzie Goldschmied, an individual (“Consultant”) (each, a “Party”).

UDEMY, INC. CONSULTING AGREEMENT
Consulting Agreement • January 9th, 2023 • Udemy, Inc. • Services-educational services • California

This Consulting Agreement (this “Agreement”) is made and entered into as of February 28, 2023 (the “Effective Date”) by and between Udemy, Inc., a Delaware corporation (the “Company”), and Gregg Coccari, an individual (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).

UDEMY, INC. CONSULTING AGREEMENT
Consulting Agreement • May 3rd, 2023 • Udemy, Inc. • Services-educational services • California

This Consulting Agreement (this “Agreement”) is made and entered into as of April 28, 2023 (the “Effective Date”) by and between Udemy, Inc., a Delaware corporation with its principal place of business at 600 Harrison Street, Third Floor, San Francisco, CA 94107 (the “Company”), and Llibert Argerich, an individual (“Consultant”) (each, a “Party”).

RE: Payment Acceleration Agreement Dear Ozzie,
Payment Acceleration Agreement • February 19th, 2026 • Udemy, Inc. • Services-educational services

As you are aware, Udemy, Inc. (“Company”) and Coursera, Inc. (“Buyer”) and certain other parties have entered into an Agreement and Plan of Merger, pursuant to which Buyer and the Company are expected to combine (the “Transaction”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2025 • Udemy, Inc. • Services-educational services • Ontario

On behalf of Udemy, I am pleased to make the following offer of employment to you on the terms and conditions set out in this Agreement (the “Agreement”), and in our policies that may be implemented and amended from time to time. Your signature in the space provided at the end of this document indicates your acceptance of this offer of employment on the terms and conditions set out below. Please review this agreement carefully as it contains terms that govern how your employment with the Company may be terminated as well as restrictive covenants that will continue after your employment ends (for any reason).

TRANSITION AGREEMENT
Transition Agreement • March 12th, 2025 • Udemy, Inc. • Services-educational services • California

This Transition Agreement (“Transition Agreement”) is made by and between Greg Brown (“Employee”) and Udemy Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

VOTING AGREEMENT
Voting Agreement • December 18th, 2025 • Udemy, Inc. • Services-educational services • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of December 17, 2025, is by and among Coursera, Inc., a Delaware public benefit corporation (“Coursera”), and the undersigned signatories set forth on the signature pages hereto under the heading “Udemy Stockholders” (collectively, the “Udemy Stockholders”). Coursera and the Udemy Stockholders are each sometimes referred to herein individually as a “party” and collectively as the “parties.”

Employment Letter
Employment Agreement • March 12th, 2025 • Udemy, Inc. • Services-educational services

This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (“Udemy” or the “Company”) and you to confirm the terms and conditions of your employment.

Udemy, Inc. Confirmatory Employment Letter March 1, 2023
Employment Agreement • May 3rd, 2023 • Udemy, Inc. • Services-educational services

This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.

UDEMY, INC. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control and Severance Agreement • February 19th, 2026 • Udemy, Inc. • Services-educational services • California

This Amended and Restated Change in Control and Severance Agreement (this “Agreement”) is made between Udemy, Inc. (the “Company”) and Sarah Blanchard (the “Executive”), effective as of November 17, 2025 (the “Effective Date”), and supersedes and replaces, in its entirety, that certain Change in Control and Severance Agreement, effective September 1, 2021, by and between the Company and the Executive (the “Prior Agreement”).

Udemy, Inc. 600 Harrison Street, 3rd Floor San Francisco, CA 94107
Payment Acceleration Agreement • December 22nd, 2025 • Udemy, Inc. • Services-educational services

As you are aware, Udemy, Inc. (“Company”) and Coursera, Inc. (“Buyer”) have entered into an Agreement and Plan of Merger, pursuant to which Buyer and the Company are expected to combine (the “Transaction”).

Udemy, Inc. Employment Agreement January 6, 2023
Employment Agreement • January 9th, 2023 • Udemy, Inc. • Services-educational services

This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of March 1, 2023 (the “Effective Date”). The purpose of this Agreement is to confirm the terms and conditions of your employment on and following your promotion to the position of Chief Executive Officer.

UDEMY, INC. Confirmatory Employment Letter September 7, 2021
Confirmatory Employment Letter • October 5th, 2021 • Udemy, Inc. • Services-educational services • California

This letter agreement (the “Agreement”) is entered into between Udemy, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.