Yext, Inc.

Code

A

Shares

11,000,000

Price

$7.00

Footnotes

6

Each option represents a right to buy one share of Yext, Inc.'s (the "Company") common stock. The shares subject to the Option are divided into the below 14 tranches, each eligible for exercise ("earned") only if the Company's stock price achieves the applicable target price described below during the applicable performance period, subject to continued service as Chief Executive Officer (and certain qualifying terminations): Tranche 1: 750,000 shares at $21.00; Tranche 2: 250,000 shares at $23.45; Tranche 3: 750,000 shares at $26.18; Tranche 4: 250,000 shares at $29.24; Tranches 5-12: 1,000,000 shares each Tranche at $32.64, $36.45, $40.70, $45.45, $50.75, $56.66, $63.27, $70.65, respectively; Tranche 13-14: 500,000 shares each Tranche at $78.88, $88.08, respectively; A target price is only achieved if both are met: (1) the average closing price meets or exceeds the target price over 180 consecutive calendar days, and (2) it does so over 30 consecutive calendar days within the period starting 30 days before the end of the 180-day period and ending 3 years after. The deadlines for achieving target prices are as follows: Tranche 1 within 5 years of grant; Tranches 2-6 within 7 years; Tranches 7-14 within 10 years. Shares not earned by the end of the applicable performance period are forfeited, and if no target price is achieved, Mr. Walrath receives no value. Earned shares are also subject to a retention requirement, subject to continued service as Chief Executive Officer through the applicable release date and unless otherwise determined by the Board, as follows: Tranches 1-8: earned shares are released in 3 equal installments on each of the first 3 anniversaries of the achievement date; Tranches 9-14: earned shares are released in 3 equal installments every 6 months following the achievement date. Earned shares that would otherwise remain subject to the retention requirement will be released on the date that is 30 days before the expiration of the term of the Option. Each earned share will remain exercisable until the earlier of the fifth anniversary of the date it was earned and the expiration of the term of the Option. Mr. Walrath may exercise earned shares before they are released from the retention requirement, but any such exercised earned shares will be subject to repurchase by the Company at the exercise price until released if Mr. Walrath resigns as Chief Executive Officer (other than for good reason) or is terminated as Chief Executive Officer for cause. Upon such a termination, any unexercised earned shares that remain subject to the retention requirement will be forfeited. The Option has a term of 10 years.