ServiceNow, Inc S-4, filed Apr 23, 2025

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ServiceNow, Inc. (NOW)

S-4 2025-04-23

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Added on October 26, 2026

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IMPORTANT NOTE ABOUT THIS PROSPECTUS			1
FREQUENTLY USED TERMS			3
SUMMARY			7
The Parties			7
The Transaction and the Merger Agreement			8
The Consideration			8
Reasons for the Transaction			8
Interests of Certain Persons in the Transaction			9
Conditions to Consummation of the Transaction			9
Regulatory Approvals			10
Termination of the Merger Agreement			11
Appraisal or Dissenters’ Rights			12
NYSE Listing			12
Accounting Treatment of the Transaction			12
U.S. Federal Income Tax Consequences of the Mergers			12
Comparison of Rights of Holders of ServiceNow Common Stock and Moveworks Capital Stock			13
Risk Factors			13
MARKET PRICE AND DIVIDEND INFORMATION			14
RISK FACTORS			15
Risks Related to the Transaction			15
Risks Related to ServiceNow’s and the Surviving Company’s Business after Completion of the Transaction			18
Risks Related to ServiceNow’s Business			21
Risks Related to Moveworks’ Business			21
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			32
THE TRANSACTION			34
Structure of the Transaction			34
The Consideration			34
Background of the Transaction			34
The ServiceNow Board’s Reasons for the Transaction			40
The Moveworks Board’s Reasons for the Transaction			42
Regulatory Approvals			45
No ServiceNow Shareholder Approval Required			47
Written Consent of Moveworks Stockholders			47
Appraisal or Dissenters’ Rights			47
Tax Treatment of the Mergers			47
Accounting Treatment of the Transaction			48
THE MERGER AGREEMENT			49
Explanatory Note Regarding the Merger Agreement			49
The Transaction			49
Closing; Effective Time			50
Consideration			50
Effect of the Mergers on Moveworks Capital Stock			51
Effect of the Mergers on Equity Awards of Moveworks			53
Effect of the Mergers on Warrants of Moveworks			54
No Fractional Shares			54
Adjustments			54
Election Procedures			54


Payment for Securities; Exchange Procedures			55
Lock-Up			55
Withholding Rights			55
Representations and Warranties			55
Covenants and Agreements			58
Conditions to Completion of the Transaction			68
Termination of the Merger Agreement			69
Indemnification			70
Seller Agent			71
Expenses			71
Amendments, Extensions and Waivers			71
Remedies Cumulative; Specific Performance			72
Governing Law; Jurisdiction			72
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			73
Tax Consequences of the Mergers			74
Installment Method			75
Imputed Interest			76
Treatment of the Seller Agent Expense Fund			76
INFORMATION ABOUT SERVICENOW			77
ServiceNow			77
Merger Sub I			77
Merger Sub II			77
INFORMATION ABOUT MOVEWORKS			78
Overview			78
Employees			78
Moveworks Products			78
Quantitative and Qualitative Disclosures About Market Risk			79
INFORMATION ABOUT SERVICENOW UPON THE CONSUMMATION OF THE TRANSACTION			80
Directors and Executive Officers of ServiceNow Upon the Consummation of the Transaction			80
CERTAIN RELATED PARTY TRANSACTIONS OF SERVICENOW			81
INTERESTS OF DIRECTORS AND OFFICERS IN THE TRANSACTION			82
Interests of Directors and Executive Officers of ServiceNow in the Transaction			82
Interests of Directors and Executive Officers of Moveworks in the Transaction			82
COMPARISON OF RIGHTS OF SERVICENOW SHAREHOLDERS AND MOVEWORKS STOCKHOLDERS			87
EXECUTIVE COMPENSATION OF SERVICENOW			100
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF SERVICENOW			101
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF MOVEWORKS			102
APPRAISAL OR DISSENTERS’ RIGHTS			105
Appraisal Rights under Delaware Law			105
Dissenters’ Rights under California Law			107
EXPERTS			110
LEGAL MATTERS			111
HOUSEHOLDING OF PROSPECTUS MATERIALS			112
WHERE YOU CAN FIND MORE INFORMATION			113
ANNEX A: AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B: SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW			B-1
ANNEX C: CHAPTER 13 OF THE CALIFORNIA CORPORATIONS CODE			C-1


	ServiceNow Common Stock
Date	High		Low		Close
March 7, 2025	$	870.00	$	832.72	$	850.63
[●], 2025	$	[●]	$	[●]	$	[●]


ServiceNow		Moveworks

Organizational Documents

The rights of ServiceNow shareholders are currently governed by the ServiceNow Certificate of Incorporation, the ServiceNow Bylaws and the DGCL.		The rights of Moveworks Stockholders are currently governed by the Moveworks Fourth Amended and Restated Certificate of Incorporation, as amended by the First Amendment (the “Moveworks Certificate of Incorporation”), the Moveworks Bylaws, as amended (the “Moveworks Bylaws”), and the DGCL.

Authorized Capital Stock

ServiceNow is authorized to issue two classes of capital stock, which are designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares of all classes of stock which ServiceNow has authority to issue is 610,000,000 shares, of which 600,000,000 shares are ServiceNow Common Stock, $0.001 par value per share, and 10,000,000 shares are ServiceNow Preferred Stock, $0.001 par value per share (“ServiceNow Preferred Stock”). Under the DGCL, the number of authorized shares of ServiceNow Common Stock may be increased or decreased (but not below the number of shares thereof		Moveworks is authorized to issue three classes of capital stock which are designated, respectively, “Common Stock,” “Class F Stock” and “Preferred Stock.” The total number of shares that Moveworks is authorized to issue is 475,426,366, of which 140,426,366 shares are Preferred Stock, 35,000,000 shares are Class F Stock, and 300,000,000 shares are Common Stock. The Preferred Stock, Class F Stock and Common Stock each have a par value of $0.00001 per share. Moveworks may not increase the number of authorized shares of (i) Common Stock, Class F


ServiceNow		Moveworks
then outstanding) by filing an amendment to the ServiceNow Certificate of Incorporation. The ServiceNow Certificate of Incorporation can be amended by an affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class; provided, that, if two-thirds (2/3) of ServiceNow’s Whole Board (as defined below) has approved such increase or decrease in the authorized shares of ServiceNow Common Stock, then only the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required. “Whole Board” means the total number of authorized directors, whether or not there are any vacancies in previously authorized directorships. The number of authorized shares of ServiceNow Preferred Stock may also be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of two-thirds (2/3) of the voting power of all the then outstanding shares of capital stock of ServiceNow entitled to vote, without a vote of the holders of the Preferred Stock, unless a vote of any other holders is required pursuant to a certificate of designation establishing a series of ServiceNow Preferred Stock. {Following the Closing, the affirmative supermajority vote required to increase or decrease the number of authorized shares of ServiceNow Preferred Stock is expected to be replaced by a requirement for approval by a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors.*}		Stock or Preferred Stock without the vote or written consent of the holders of a majority of the then outstanding shares of Preferred Stock as long as at least 20,000,000 shares of Preferred Stock are issued and outstanding, (ii) Class F Stock without the vote or written consent of more than fifty percent (50%) of the outstanding shares of Class F Stock as long as any shares of Class F Stock are issued and outstanding, (iii) Series B Preferred Stock without the vote or written consent of the holders of a majority of the then outstanding shares of Series B Preferred Stock as long as at least 5,000,000 shares of Series B Preferred Stock are issued and outstanding and (iv) Series C Preferred Stock without the vote or written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock as long as at least 5,000,000 shares of Series B Preferred Stock are issued and outstanding.

Voting; Proxies

Unless otherwise provided by law or the ServiceNow Certificate of Incorporation, and subject to the requirements for the determination of shareholders of record under the ServiceNow Bylaws, each shareholder will be entitled to one (1) vote for each share of stock held by such shareholder. Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by proxy.		Unless otherwise provided in the Moveworks Certificate of Incorporation, each stockholder will be entitled to one (1) vote in person or by proxy for each share of the Moveworks Capital Stock having voting power, but no proxy will be voted after three (3) years from its date, unless the proxy provides for a longer period. Each proxy is revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power.


ServiceNow		Moveworks
Unless otherwise provided by applicable law, the rules of any stock exchange upon which ServiceNow’s securities are listed, the ServiceNow Certificate of Incorporation or the ServiceNow Bylaws, every matter other than the election of directors will be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.		When a quorum is present at any meeting, the vote of the holders of a majority of the shares of Moveworks Capital Stock having voting power present in person or represented by proxy will decide any question brought before such meeting, unless a different vote is expressly required by law or the Moveworks Certificate of Incorporation. Each holder of shares of Preferred Stock and Class F Stock is entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock or Class F Stock (as applicable) could then be converted and has voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided in the Certificate of Incorporation or as required by applicable law, voting together with the Common Stock as a single class) and is entitled to notice of any stockholder meeting in accordance with Moveworks’ Bylaws. Fractional votes are not permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock and/or Class F Stock held by each holder could be converted) will be rounded to the nearest whole number (with one-half (1/2) being rounded upward). Each holder of Common Stock is entitled to (i) one (1) vote for each share of Common Stock held, (ii) notice of any stockholder meeting in accordance with Moveworks’ Bylaws, and (iii) vote upon such matters and in such manner as may be provided by applicable law.

Common Stock

Each outstanding share of ServiceNow Common Stock is entitled to one (1) vote on each matter properly submitted to the ServiceNow shareholders for their vote; provided, however, that, except as otherwise required by applicable law, holders of ServiceNow Common Stock will not be entitled to vote on any amendment to the ServiceNow Certificate of Incorporation (including any certificate of designation relating to any series of ServiceNow Preferred Stock) that relates solely to the terms of one or more outstanding series of ServiceNow Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the ServiceNow Certificate of Incorporation (including any certificate of designation relating to any series of ServiceNow Preferred Stock).		Each holder of a share of Common Stock is entitled to one (1) vote for each share of Common Stock held and is entitled to vote upon such matters and in such matter as may be provided by law.


ServiceNow		Moveworks

Preferred Stock

Subject and pursuant to the DGCL, the ServiceNow Board is authorized to issue up to 10,000,000 shares of ServiceNow Preferred Stock in one or more series. The ServiceNow Board, by filing a certificate of designation, may establish the number of shares to be included in each such series and fix the designation, powers, preferences and other rights, and limitations or restrictions thereof. The ServiceNow Board may designate a new series of Preferred Stock without approval of the holders of Common Stock or the holders of Preferred Stock, or any series thereof. As of December 31, 2024, no shares of ServiceNow Preferred Stock were outstanding.		Moveworks’ authorized Preferred Stock consists of 140,426,366 shares, divided into several series with specific designations and original issue prices: (i) 31,550,000 shares designated as Series Seed Preferred Stock, issue price $0.1000 per share; (ii) 51,916,265 shares designated as Series A Preferred Stock, issue price $0.3105 per share; (iii) 27,406,495 shares designated as Series B Preferred Stock, issue price $2.3717 per share; (iv) 27,874,424 shares designated as Series C Preferred Stock, issue price $7.4441 per share; and (v) 1,679,182 shares designated as Series C-1 Preferred Stock, issue price $5.9553 per share.

Structure; Number and Qualification of Directors

The ServiceNow Board consists of one (1) or more members. There are currently eleven (11) directors of the ServiceNow Board. Following the Closing, the ServiceNow Board is expected to consist of nine (9) directors.** Subject to the rights of the holders of any series of ServiceNow Preferred Stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively by resolution adopted by a majority of the Whole Board. No decrease in the authorized number of directors constituting the ServiceNow Board will shorten the term of any incumbent director. Directors of ServiceNow need not be shareholders of ServiceNow.		The Moveworks Board consists of one (1) or more members, and the number of directors is fixed from time to time by resolution of the Moveworks Board. Directors of Moveworks need not be stockholders of Moveworks. There are currently six (6) directors of the Moveworks Board.

Term of Directors; Election of Directors

Each director elected to the ServiceNow Board will hold office until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. A nominee for director will be elected to the ServiceNow Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors will be elected by a plurality of the votes cast at any meeting of shareholders for which (a) a shareholder has nominated a person for election to the ServiceNow Board in compliance with the notice requirements set forth in the ServiceNow Bylaws and (b) such nomination has not		The directors will be elected to the Moveworks Board at the annual meeting of stockholders by a plurality vote of the shares represented in person or by proxy and each director elected will hold office until his or her successor is elected and qualified, or until such director resigns, becomes disqualified, disabled or otherwise removed. Holders of Series A Preferred Stock, voting as a separate class, are entitled to elect one (1) member of the Moveworks Board. Holders of Series Seed Preferred Stock, voting as a separate class, are entitled to elect one (1) member of the Moveworks Board. Holders of Class F Stock, voting as a separate class, are entitled to elect one (1) member of the


ServiceNow		Moveworks
been timely withdrawn. If directors are to be elected by a plurality of the votes cast, shareholders will not be permitted to vote against a nominee.		Moveworks Board. Holders of Common Stock, voting as a separate class, are entitled to elect one (1) member of the Moveworks Board. Holders of Preferred Stock and Class F Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect one (1) member of the Moveworks Board. Any additional members of the Moveworks Board are elected by the holders of Preferred Stock, Class F Stock and Common Stock, voting together as a single class on an as-converted to Common Stock basis.

Removal of Directors

Subject to the rights of the holders of any series of ServiceNow Preferred Stock, each director may be removed from the ServiceNow Board only for cause by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of ServiceNow capital stock then entitled to vote at an election of directors voting together as a single class.		Any director elected by the holders of a class or series of stock may be removed during their term of office, either with or without cause, by the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors.

Vacancies on the Board

Subject to the rights of the holders of any series of ServiceNow Preferred Stock, any vacancy occurring in the ServiceNow Board and any newly created directorship will be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the shareholders, unless (a) the ServiceNow Board determines by resolution that any such vacancies or newly created directorships will be filled by the ServiceNow shareholders or (b) as otherwise provided by law. Any director so chosen will, if elected to fill a vacancy not created by a newly created directorship, be elected to serve for the remainder of the term of the director being replaced or until such director’s earlier death, resignation or removal. Any director elected to fill a vacancy created by a newly created directorship will hold office for a term expiring at the next annual meeting of shareholders or until such director’s earlier death, resignation or removal. No decrease in the authorized number of directors will shorten the term of any incumbent director.		Any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of the Moveworks Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. However, where such vacancy occurs among the directors elected by the holders of shares of a class or series of stock, the holders of shares of such class or series may override the Moveworks Board’s action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the stockholders or (ii) written consent, if the consent stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders.


ServiceNow		Moveworks

Shareholder / Stockholder Action by Written Consent

No action will be taken by ServiceNow shareholders except at an annual or special meeting of shareholders called in accordance with the ServiceNow Certificate of Incorporation and the ServiceNow Bylaws. No action will be taken by ServiceNow shareholders by written consent.		Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However, action by written consent to elect directors, if less than unanimous, shall be in lieu of holding an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

Quorum

Unless otherwise provided by applicable law, at each meeting of shareholders, the holders of a majority of the voting power of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy will constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum fails to attend any meeting, the chairperson of the meeting may adjourn the meeting.		At each meeting of the stockholders, the holders of shares of stock having a majority of the votes which could be cast by those entitled to vote at the meeting present in person or represented by proxy, will constitute a quorum for the transaction of business.

Special Meetings of Shareholders / Stockholders

Special meetings of shareholders for any purpose or purposes may be called at any time by the Chairperson of the ServiceNow Board, the Chief Executive Officer, the President or the ServiceNow Board acting pursuant to a resolution adopted by a majority of the Whole Board. If the special meeting of shareholders is to be called at the request of any such person or persons other than by a majority of the Whole Board at a meeting, then such person or persons must request such meeting by delivering a written request to call such meeting to each member of the ServiceNow Board, pursuant to the procedures and requirements set forth in the ServiceNow Bylaws, and the ServiceNow Board will then determine the time and date of such special meeting, which will be held not more than one hundred twenty (120) nor less than thirty-five (35) days after the written request to call such special meeting was		Special meetings of stockholders, for any purpose or purposes, will be called by Moveworks’ Chief Executive Officer, President or Secretary at the request in writing of a majority of the members of the Moveworks Board or holders of at least ten percent (10%) of the total voting power of all outstanding shares of stock then entitled to vote, and such meeting may not be called absent such a request.


ServiceNow		Moveworks
delivered to each member of the ServiceNow Board. The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the ServiceNow Board in its sole discretion may determine.

Notice of Shareholder / Stockholder Meetings

Notice of all shareholder meetings will be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in the ServiceNow Bylaws) stating the date, time and place, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the ServiceNow Certificate of Incorporation, such notice will be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each shareholder of record entitled to vote at such meeting.		Notice of all stockholder meetings will be given in writing stating the date (which shall be not less than ten (10), nor more than sixty (60), days form the date of the notice in the case of a special meeting), time, place, if any, the means of remote communication, if any, and the applicable record date, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

Advance Notice Requirements for Shareholder / Stockholder Nominations and Proposals

Nominations of persons for election to the ServiceNow Board and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (a) pursuant to ServiceNow’s notice of such meeting, (b) by or at the direction of the ServiceNow Board or (c) by any shareholder of ServiceNow who is a shareholder of record at the time of giving of the notice and who is entitled to vote at the meeting and who complies with the notice procedures and requirements set forth in the ServiceNow Bylaws and Rule 14a-19 of the Exchange Act, as applicable. For the avoidance of doubt, the foregoing clause (c) is the exclusive means for a shareholder to make nominations or propose any other business (other than a proposal included in ServiceNow’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act) at an annual meeting of shareholders. Nominations of persons for election to the ServiceNow Board may be properly brought before an annual meeting of shareholders by any Eligible Holder (as defined in the ServiceNow Bylaws) who has satisfied the procedures and requirements regarding the inclusion of nominees in ServiceNow’s proxy materials that are set forth in the ServiceNow Bylaws.		Nominations for election to the Moveworks Board must be made by the Moveworks Board or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Stockholder nomination for elections to the Moveworks Board must be provided to the Secretary of Moveworks in writing not less than sixty (60) days prior to the meeting of stockholders called for the election of directors.

Limitation on Director and Officer Liability

To the fullest extent permitted by law, no director of ServiceNow will be personally liable for monetary		To the fullest extent permitted by law, no Moveworks director will be personally liable for


ServiceNow		Moveworks
damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the ServiceNow Board will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. {Following the Closing, to the fullest extent permitted by law, it is expected that no officer of ServiceNow will be personally liable for monetary damages in the case of direct claims brought by shareholders for breach of an officer’s fiduciary duty of care.*}		monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Moveworks Board will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Indemnification

Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or otherwise, by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a member of the ServiceNow Board or officer of ServiceNow or a Reincorporated Predecessor (as defined below), is or was serving at the request of ServiceNow or a Reincorporated Predecessor as a member of the board of directors or officer of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, will be indemnified and held harmless by ServiceNow to the fullest extent permitted by applicable law, against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith, subject to satisfaction of certain conditions, including authorization of such proceeding (or part thereof) by the ServiceNow Board. Such indemnification will continue as to a person who has ceased to be a director or officer and will inure to the benefit of such person’s heirs, executors and administrators. For purposes of this provision, “Reincorporated Predecessor” means a corporation that is merged with and into ServiceNow in a statutory merger where (a) ServiceNow is the surviving corporation of such merger and (b) the primary purpose of such merger is to change the corporate domicile of the Reincorporated Predecessor to Delaware.		Moveworks may, to the fullest extent permitted by Section 145 of the DGCL (as may be amended and supplemented from time to time), indemnify any director, officer, employee or agent of Moveworks against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by the DGCL, by reason of the fact that such person is or was a director, officer, employee or agent of Moveworks or is or was serving at the request of Moveworks as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.


ServiceNow		Moveworks

Preemptive Rights

ServiceNow Common Stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. Thus, if additional shares of ServiceNow Common Stock are issued, the current holders of ServiceNow Common Stock will own a proportionately smaller interest in a larger number of outstanding shares of ServiceNow Common Stock to the extent that they do not participate in the additional issuance.		Subject to the terms of the investors’ rights agreement, the right of first refusal and co-sale agreement, among other stockholder agreements, that Moveworks entered into in connection with each series of Preferred Stock financing, Moveworks Stockholders do not have preemptive rights. Thus, if additional shares of Common Stock are issued, holders of such Common Stock will own a proportionately smaller interest in Moveworks to the extent that they do not participate in the additional issuance.

Distributions to Shareholders / Stockholders

Subject to preferences that may apply to shares of ServiceNow Preferred Stock outstanding at the time, the holders of outstanding shares of ServiceNow Common Stock are entitled to receive dividends out of funds legally available if the ServiceNow Board, in its discretion, determines to issue dividends and only then at the times and in the amounts that the ServiceNow Board may determine.		Holders of Preferred Stock, in preference to holders of Class F Stock and Common Stock, are entitled to receive cash dividends out of funds legally available at the rate of five percent (5%) of the applicable Original Issue Price (as defined in the Moveworks Certificate of Incorporation) per annum on each outstanding share of Preferred Stock, payable pro rata among the holders of Preferred Stock on a pari passu basis and only when, as and if declared by the Moveworks Board, and will be non-cumulative. For so long as 20,000,000 shares of Preferred Stock remain outstanding, Moveworks will not, without the vote or written consent of a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as-converted to Common Stock basis, pay or declare any dividend or make any distributions on any shares of Moveworks Capital Stock other than (i) dividends or distributions on the Preferred Stock as expressly authorized by the Moveworks Certificate of Incorporation, or (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock. Subject to the applicable provisions of the Moveworks Certificate of Incorporation, dividends may be paid in cash, in property or in shares of Capital Stock. Before payment of any dividend, there may be set aside out of any funds of Moveworks available for dividends, such sum or sums as the Moveworks Board from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the


ServiceNow		Moveworks
		corporation, or for such other purposes as the Moveworks Board shall think conducive to the interest of Moveworks, and the Moveworks Board may modify or abolish any such reserve in the manner in which it was created.

Combinations or Antitakeover Statutes

Section 203 of the DGCL generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities, grants of loans and similar transactions by a corporation or a subsidiary with an interested shareholder who beneficially owns fifteen percent (15%) or more of a corporation’s voting stock, within three (3) years after the person or entity becomes an interested shareholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested shareholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested shareholder, the interested shareholder owned at least eighty-five percent (85%) of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares owned by directors who are also officers and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) at or after such time, the business combination is approved by the board of directors and authorized at a meeting of shareholders by the affirmative vote of at least two-thirds (2/3) of the outstanding voting stock not owned by the interested shareholder. ServiceNow has not opted out of Section 203 of the DGCL.		In case Moveworks enters into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or other property, then in any such case, each share of Preferred Stock will at the same time, but prior and in preference to any distribution to the holders of Class F Stock and Common Stock, be similarly exchanged or changed into an amount per share equal to the aggregate amount of stock, securities, cash and/or any other property into or for which each share of Common Stock is changed or exchanged, as if all such shares of Preferred Stock had been converted into Common Stock. Moveworks has not opted out of Section 203 of the DGCL.

Appraisal Rights

ServiceNow shareholders are entitled to appraisal rights pursuant to Section 262 of the DGCL.		Moveworks Stockholders are entitled to appraisal rights pursuant to Section 262 of the DGCL. In addition, Moveworks Stockholders are entitled to dissenters’ rights pursuant to Chapter 13 of the CCC, to the extent applicable.

Repurchases / Redemptions of Shares

Under Section 160 of the DGCL, ServiceNow may redeem or repurchase its own shares, except that it generally may not redeem or repurchase those shares if the capital of the corporation is impaired at the time or		Under Section 160 of the DGCL, Moveworks may redeem or repurchase its own shares, except that generally it may not redeem or repurchase those shares if the capital of Moveworks is impaired at the


ServiceNow		Moveworks
would become impaired as a result of the redemption or repurchase of such shares.		time or would become impaired as a result of the redemption or repurchase of such shares. The Preferred Stock, Class F Stock and Common Stock will not be redeemable at the election of the holders of such shares.

Stock Transfer Restrictions Applicable to Shareholders / Stockholders

Shares of ServiceNow are generally transferable in the manner prescribed by the DGCL.		No Moveworks Stockholder may transfer, assign, encumber, hypothecate, pledge, coney in trust, gift, transfer by bequest, devise or descent or otherwise make the subject of disposition any shares of any class of Moveworks Capital Stock unless such transaction is first approved in writing by the Moveworks Board or a committee or other designee thereof.

Exclusive Forum

Unless ServiceNow consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of ServiceNow, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, shareholder, employee or agent of ServiceNow to ServiceNow or ServiceNow’s shareholders, (iii) any action asserting a claim against ServiceNow or any current or former director, officer, shareholder, employee or agent of ServiceNow arising out of or relating to any provision of the DGCL, the ServiceNow Certificate of Incorporation or the ServiceNow Bylaws (each as in effect from time to time), or (iv) any action asserting a claim against ServiceNow or any current or former director, officer, shareholder, employee or agent of ServiceNow governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless ServiceNow consents in writing otherwise, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for claims arising under the Securities Act.		The Moveworks Certificate of Incorporation and the Moveworks Bylaws do not contain a forum selection provision.


ServiceNow		Moveworks

Amendment of the Certificate of Incorporation

Notwithstanding any other provision of the ServiceNow Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of ServiceNow required by law or by the ServiceNow Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Certificate of Incorporation; provided, further, that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal of the ServiceNow Certificate of Incorporation, then only the affirmative vote of the holders of at least a majority of the voting power of all the then outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Certificate of Incorporation. {Following the Closing, the affirmative supermajority vote required to amend the ServiceNow Certificate of Incorporation is expected to be replaced by a requirement for approval by a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors.*}		Moveworks Stockholders may vote to amend the Moveworks Certificate of Incorporation pursuant to Section 242 of the DGCL. However, if at least 20,000,000 shares of Preferred Stock remain outstanding, Moveworks will not amend the Moveworks Certificate of Incorporation without the vote or written consent of a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as-converted to Common Stock basis. For so long as at least 5,000,000 shares of Series B Preferred Stock remain outstanding, Moveworks will not, without the vote or written consent of a majority of the then outstanding shares of Series B Preferred Stock voting together as a single class on an as-converted to Common Stock basis, alter or change any provision of the Moveworks Certificate of Incorporation in a manner that adversely affects the powers, preferences or special rights of the Series B Preferred Stock. For so long as at least 5,000,000 shares of Series C Preferred Stock remain outstanding, Moveworks will not, without the vote or written consent of a majority of the then outstanding shares of Series C Preferred Stock voting together as a single class on an as-converted to Common Stock basis, alter or change any provision of the Moveworks Certificate of Incorporation in a manner that adversely affects the powers, preferences or special rights of the Series B Preferred Stock. Furthermore, as long as any shares of Class F Stock are issued and outstanding, Moveworks will not, without first obtaining the approval of the holders of more than fifty percent (50%) of the outstanding shares of Class F Stock, amend, alter or repeal any provision of the Moveworks Certificate of Incorporation if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, the Class F Stock.


ServiceNow		Moveworks

Amendment of the Bylaws

The ServiceNow Board may adopt, amend or repeal the ServiceNow Bylaws upon the approval of a majority of the Whole Board. ServiceNow shareholders also have the power to adopt, amend or repeal the Bylaws; provided, that, in addition to any vote of the holders of any class or series of the stock of ServiceNow required by law or by the ServiceNow Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Bylaws; provided, further, that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal of the ServiceNow Bylaws, then only the affirmative vote of the holders of at least a majority of the voting power of all the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Bylaws. {Following the Closing, the affirmative supermajority vote required to amend the ServiceNow Bylaws is expected to be replaced by a requirement for approval by a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors.*}		Moveworks Stockholders holding a majority of Moveworks’ outstanding voting stock will have the power to adopt, amend or repeal the Moveworks Bylaws. However, if at least 20,000,000 shares of Preferred Stock remain outstanding, Moveworks will not amend, alter or repeal any provisions of the Moveworks Bylaws without the vote or written consent of without a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as-converted to Common Stock basis. As long as any shares of Class F Stock are issued and outstanding, Moveworks will not, without first obtaining the approval of the holders of more than fifty percent (50%) of the outstanding shares of Class F Stock, amend, alter or repeal any provision of the Moveworks Bylaws if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, the Class F Stock. The Moveworks Board also has the power to adopt, amend or repeal the Moveworks Bylaws, except insofar as the Moveworks Bylaws adopted by the stockholders otherwise provide.


Name	Amount and Nature of Beneficial Ownership		Percentage of Class
5% Stockholders
Entities affiliated with Lightspeed Venture Partners⁽¹⁾		52,903,059		20.43	%
Entities affiliated with Bain Capital Ventures⁽²⁾		40,875,286		15.79	%
Directors and Named Executive Officers
Bhavin Shah⁽³⁾		35,977,626		13.89	%
Vaibhav Nivargi⁽⁴⁾		35,977,627		13.89	%
Varun Singh⁽⁵⁾		13,938,573		5.38	%
Jiang Chen⁽⁶⁾		13,368,783		5.16	%
Enrique Salem⁽⁷⁾		40,875,286		15.79	%
Arif Janmohamed⁽⁸⁾		52,903,059		20.43	%
All current executive officers and directors as a group (6 persons)		193,040,954		74.55	%


		Page
Article 1 The Mergers			A-2

1.1	The Merger		A-2
1.2	The Closing; Effective Time		A-2
1.3	Closing Deliveries		A-3
1.4	Certificate of Incorporation and Bylaws		A-4
1.5	Directors and Officers		A-5
1.6	Effect of Mergers on Capital Stock of the Company and Merger Subs		A-5
1.7	Effect of Mergers on Other Securities of the Company		A-7
1.8	Necessary Actions		A-10
1.9	Contribution to the Adjustment Amount and Seller Agent Expense Amount and Founder Revesting Shares		A-11
1.10	Dissenting Shares		A-11
1.11	Election Procedures		A-12
1.12	Payment for Securities;		A-13
1.13	Lock-Up		A-14
1.14	Adjustments		A-15
1.15	Withholding		A-15
1.16	Taking of Necessary Action; Further Action		A-15
1.17	Consideration Adjustment		A-16

Article 2 Representations and Warranties of the Company			A-17

2.1	Organization, Standing, Power and Subsidiaries.		A-17
2.2	Capital Structure.		A-18
2.3	Authority; Non-Contravention; Consents and Filings; Anti-Takeover Laws.		A-21
2.4	Financial Statements; Absence of Changes.		A-22
2.5	Litigation		A-23
2.6	Restrictions on Business Activities		A-24
2.7	Compliance with Laws; Governmental Permits		A-24
2.8	Title to, Condition and Sufficiency of Assets.		A-24
2.9	Intellectual Property.		A-25
2.10	Privacy and Data Security.		A-30
2.11	Taxes.		A-32
2.12	Employee Benefit Plans and Employee Matters.		A-35
2.13	Interested Party Transactions		A-39
2.14	Insurance		A-40
2.15	Books and Records		A-40
2.16	Material Contracts		A-40
2.17	Transaction Fees		A-43
2.18	Environmental, Health and Safety Matters.		A-43
2.19	Anti-Corruption Law.		A-43
2.20	Export Control Laws		A-44
2.21	Sanctions.		A-44
2.22	Outbound.		A-45
2.23	Customers and Suppliers		A-45
2.24	Scope of Representations and Warranties		A-46

Article 3 Representations and Warranties of Parent and Merger Subs			A-46

3.1	Organization and Standing		A-46
3.2	Authority; Non-Contravention.		A-46


		Page
3.3	Reorganization		A-47
3.4	Valid Issuance		A-47
3.5	SEC Reports		A-47
3.6	Sufficient Funds		A-47
3.7	Ownership of Merger Sub; No Prior Activities		A-47
3.8	Scope of Representations and Warranties		A-48

Article 4 Conduct Prior to the Closing			A-48

4.1	Conduct of the Business of the Company		A-48
4.2	Restrictions on Conduct of the Business of the Company		A-49
4.3	Notices of Certain Events		A-52

Article 5 Additional Agreements			A-53

5.1	Filings		A-53
5.2	Form S-4 Registration Statement		A-53
5.3	Registration Rights Agreement		A-55
5.4	No Solicitation		A-55
5.5	Confidentiality; Public Disclosure		A-55
5.6	Reasonable Best Efforts		A-57
5.7	Consents; Notices		A-57
5.8	Access to Information		A-57
5.9	Spreadsheet		A-58
5.10	Expenses		A-59
5.11	Employees and Contractors		A-60
5.12	Termination of Employee Plans		A-62
5.13	Certain Closing Certificates and Documents		A-62
5.14	Tax Matters		A-62
5.15	Repayment of Closing Indebtedness		A-64
5.16	Director and Officer Indemnification		A-64
5.17	R&W Insurance Policy		A-65
5.18	280G Stockholder Approval		A-65
5.19	Option Notice		A-65
5.20	Stockholder Matters		A-66
5.21	Founder Loans		A-66
5.22	Recommendations Plan		A-66

Article 6 Conditions to the Mergers			A-66

6.1	Conditions to Obligations of Each Party to Effect the Mergers		A-66
6.2	Additional Conditions to Obligations of the Company		A-67
6.3	Additional Conditions to the Obligations of Parent and Merger Subs		A-67

Article 7 Termination			A-68

7.1	Termination		A-68
7.2	Effect of Termination		A-69

Article 8 Indemnification			A-70

8.1	Indemnification		A-70
8.2	Indemnification Limitations		A-71
8.3	Period for Claims		A-72
8.4	Claims		A-72
8.5	Resolution of Objections to Claims		A-73


		Page
8.6	Third-Party Claims		A-73
8.7	Seller Agent		A-74
8.8	Treatment of Indemnification Payments		A-76

Article 9 General Provisions			A-76

9.1	Notices		A-76
9.2	Interpretation		A-77
9.3	Amendment		A-78
9.4	Extension; Waiver		A-78
9.5	Counterparts		A-78
9.6	Entire Agreement; Non-Assignability; Parties in Interest		A-78
9.7	Assignment		A-78
9.8	Severability		A-79
9.9	Remedies Cumulative; Specific Performance		A-79
9.10	Venue; Arbitration; Submission to Jurisdiction; Consent to Service of Process		A-79
9.11	Rules of Construction		A-80
9.12	Governing Law		A-80
9.13	Waiver of Jury Trial		A-80
9.14	Representation of Stockholders and the Company		A-80
9.15	Privileged Information		A-81


Exhibit A		Definitions
Exhibit B		Form of Written Consent
Exhibit C		Form of Revesting Agreement
Exhibit D		Form of Registration Rights Agreement
Exhibit E-1		Form of First Certificate of Merger
Exhibit E-2		Form of Second Certificate of Merger
Exhibit F		Form of Warrant Waiver
Exhibit G		Form of Director and Officer Resignation Letter
Exhibit H		Form of Parachute Payment Waiver
Exhibit I-1		Parent Tax Certificate
Exhibit I-2		Company Tax Certificate
Exhibit J		Form of Termination Letter
Exhibit K		Parent Loan Term Sheet
Exhibit L		Working Capital Adjustment Illustration


SERVICENOW, INC.

By:		/s/ Gina Mastantuono
Name:		Gina Mastantuono
Title:		Chief Financial Officer


MAVERICKS MERGER SUB, INC.

By:		/s/ Elisabeth Loew
Name:		Elisabeth Loew
Title:		President


MAVERICKS MERGER SUB, LLC

By:		/s/ Elisabeth Loew
Name:		Elisabeth Loew
Title:		President


MOVEWORKS, INC.

By:		/s/ Bhavin Shah
Name:		Bhavin Shah
Title:		Chief Executive Officer


FORTIS ADVISORS LLC, AS SELLER AGENT

By:		/s/ Ryan Simkin
Name:		Ryan Simkin
Title:		Managing Director


ServiceNow, Inc.

By:		/s/ William R. McDermott
Name:		William R. McDermott
Title:		Chief Executive Officer


Signature		Title

/s/ William R. McDermott William R. McDermott		Chairman and Chief Executive Officer (Principal Executive Officer)

/s/ Gina Mastantuono Gina Mastantuono		President and Chief Financial Officer (Principal Financial Officer)

/s/ Kevin T. McBride Kevin T. McBride		Chief Accounting Officer (Principal Accounting Officer)

/s/ Frederic B. Luddy Frederic B. Luddy		Director

/s/ Deborah Black Deborah Black		Director

/s/ Susan L. Bostrom Susan L. Bostrom		Director

/s/ Teresa Briggs Teresa Briggs		Director

/s/ Jonathan C. Chadwick Jonathan C. Chadwick		Director

/s/ Paul E. Chamberlain Paul E. Chamberlain		Director

/s/ Lawrence J. Jackson Jr. Lawrence J. Jackson Jr.		Director

/s/ Jeffrey A. Miller Jeffrey A. Miller		Director

/s/ Joseph M. Quinlan Joseph M. Quinlan		Director

/s/ Anita M. Sands Anita M. Sands		Director



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