EXHIBIT A

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UB ER T E CHNOLOGIES , INC.

AMEND ED AND R E STA T ED VOTING AGREEM E N T

This Amended and Restated Voting Agreement (the “Agree m ent” ) is made as of June 1, 2016, by and among Uber Technologies, Inc., a Delaware corporation (the “Company”), the holders of shares of the Company’s preferred stock (“Preferred Stock ” ) and other persons and entities listed on Sched u le A (individually, an “Investor ” and collectively, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to the terms hereof, the “Key Holders” ). The Key Holders and the Investors are individually referred to herein as a “Stockholder” (and, together with the Company, a “Party”) and are collectively referred to herein as the “Stockholders” (and, together with the Company, the “Parties”).

RECI T A LS

WHEREAS, certain of the Investors (the “Ex i sting Investors” ) hold shares of the Company’s Series Seed Preferred Stock, shares of the Company’s Series A Preferred Stock, shares of the Company’s Series B Preferred Stock, shares of the Company’s Series C-1 Preferred Stock, shares of the Company’s Series C-2 Preferred Stock, shares of the Company’s Series D Preferred Stock, shares of the Company’s Series E Preferred Stock, shares of the Company’s Series F Preferred Stock, shares of the Series G Preferred Stock and/or shares of the Company’s Class A Common Stock and/or Class B Common Stock issued upon conversion thereof and possess voting rights and other rights pursuant to an Amended and Restated Voting Agreement dated as of December 3, 2015, among the Company, the Key Holders listed as parties thereto, and such Investors (the “P rior Agree m ent” ); and

WHEREAS, pursuant to Section 5.4 of the Prior Agreement, any term of the Prior Agreement may be amended or waived only with the written consent of (a) the Company,(b) the holders of at least a majority of the shares of the Company’s capital stock (on an as- converted basis) held by the Key Holders then providing service to the Company as officers, employees, consultants or advisors, and (c) the holders of at least a majority of the then outstanding shares of Common Stock issuable or issued upon conversion of Preferred Stock held by the Existing Investors, voting together as a single class on an as-converted basis; and

WHEREAS, the Company, the Key Holders representing at least a majority of the shares of the Company’s capital stock (on an as-converted basis) held by the Key Holders then providing service to the Company as officers, employees, consultants or advisors, and the Existing Investors representing at least a majority of the then outstanding shares of Common Stock issuable or issued upon conversion of Preferred Stock held by the Existing Investors, voting together as a single class on an as-converted basis, desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and the Company, such Key Holders, and such Existing Investors executing this Agreement together represent sufficient signatory authority to amend and restate the Prior Agreement; and

WHEREAS, the Restated Certificate of Incorporation of the Company (as may be amended and/or restated from time to time, the “Re s tat e d Certi f icat e ”) provides that (a) the holders of record of the shares of the Company’s Series A Preferred Stock, exclusively and as a

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separate class, shall be entitled to elect one (1) director of the Company (the “Seri e s A Pre f erred Director”), (b) the holders of record of the shares of the Company’s Series C-2 Preferred Stock, exclusively and as a separate class, shall be entitled to designate one (1) director of the Company (the “S e ries C-2 Preferred Dir e ctor” ), and (c) the holders of record of the shares of the Company’s Class B Common Stock, exclusively and as a separate class, shall be entitled to elect(i) two (2) Non-Voting Common Directors (as defined in the Restated Certificate) and (ii) nine(9) Voting Common Directors (as defined in the Restated Certificate);

and

WHEREAS, the parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the Company’s capital stock held by them will be voted on, or tendered in connection with, an acquisition of the Company and in connection with an increase in the number of shares of Common Stock required to provide for the conversion of the Preferred Stock.

NOW, THEREFORE, the parties to this Agreement agree as follows:

AGREE M ENT

The parties agree as follows:

1. Agreement to Vote. Each Investor, as a holder of Preferred Stock, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Preferred Stock, to hold all of the shares of Preferred Stock registered in its name (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution of such Preferred Stock, and any other voting securities of the Company now held or subsequently acquired by such Investor) (hereinafter collectively referred to as the “Invest o r S ha r es” ) subject to, and to vote the Investor Shares at any regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement. Each of the Key Holders, as a holder of capital stock of the Company, hereby agrees on behalf of itself and any transferee or assignee of any such shares of capital stock, to hold all of such shares of capital stock and any other securities of the Company now held or acquired by such Key Holder in the future (and any securities of the Company issued with respect to, upon conversion or exercise of, or in exchange or substitution for such securities) (the “Key Holder Shares” ) subject to, and to vote the Key Holder Shares at any regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement.

1.1 Board Representation. At each annual meeting of the holders of voting stock of the Company, or at any meeting of the holders of voting stock of the Company at which members of the Company’s Board of Directors are to be elected, or whenever members of the Company’s Board of Directors are to be elected by written consent, the Key Holders and the Investors that are entitled to elect directors of the Corporation (which, for the avoidance of doubt, excludes the holders of shares of Series Seed Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-3 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and the holders of shares of Class A Common Stock, in their capacity as such) agree to vote or act with respect to their shares of capital stock of the Company (and any such shares held in trust or over which they have voting power) so as to elect:

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(a) As the Series A Preferred Director, one (1) member of the Company’s Board of Directors designated by Benchmark Capital Partners VII, L.P. (“Bench m ark” ), so long as Benchmark (together with its Affiliates) holds at least 1,000,000 shares of Series A Preferred Stock (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (the “Series A Director” ) ; such director shall initially be Bill Gurley or Matt Cohler (as mutually determined by such individuals), and both individuals will be available to the Company on an ongoing basis;

(b) As the Series C-2 Preferred Director, one (1) member of the Company’s Board of Directors designated by TPG Equity Holdings, L.P. (“TPG”), so long as TPG (together with its Affiliates) holds at least 800,000 shares of Series C-2 Preferred Stock (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (the “Series C-2 Director”) ; such director shall initially be David Bonderman;

(c) As one of the Voting Common Directors, one (1) member of the Company’s Board of Directors designated by Expa-1 (the “E xpa-1 Director”) ; such director shall initially be Garrett Camp;

(d) As one of the Voting Common Directors, one (1) member of the Company’s Board of Directors who is the Chief Executive Officer of the Company (the “C E O Direct o r ”); such director shall initially be Travis Kalanick, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Investor Shares or Key Holder Shares (i) to remove the former Chief Executive Officer from the Board of Directors if such person has not resigned as a member of the Board of Directors and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director;

(e) As Voting Common Directors, (i) three (3) members of the Company’s Board of Directors designated by the holders of a majority of the Class B Common Stock, voting together as a single class: (A) one such director shall initially be Ryan Graves, (B) one such director shall initially be David Drummond, and (C) one such director shall be a person (the “Independent Director” ) with relevant industry experience who shall not otherwise be an Affiliate (as defined below) of the Company or of any Investor and is mutually acceptable to all of the Series A Preferred Director, the Series C-2 Preferred Director and the other Voting Common Directors, who shall initially be Arianna Huffington, (ii) (A) until the date upon which Public Investment Fund (“PIF”) holds less than 36,000,000 shares of Series G Preferred Stock (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (the “PIF Ter m i nation Date” ), one (1) member of the Company’s Board of Directors designated by PIF, who shall initially be Yasser Alrumayyan, and (B) after the PIF Termination Date, one (1) member of the Company’s Board of Directors designated by the holders of a majority of the Class B Common Stock, voting together as a single class, and (iii) three (3) members of the Company’s Board of Directors designated by Travis Kalanick, each of whom shall initially be vacant; and

(f) As Non-Voting Common Directors, two (2) members of the Company’s Board of Directors designated by the holders of a majority of the Class B Common Stock, voting together as a single class; one such director shall initially be David Plouffe and the remaining Non-Voting Common Director seat described herein shall initially be vacant.

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1.2 Removal; Vacancies. Any director of the Company may be removed from the Company’s Board of Directors in the manner allowed by law and the Restated Certificate and Bylaws of the Company, but with respect to any director nominated pursuant to subsections 1.1(a), 1.1(b), 1.1(c), 1.1(d), 1.1(e) or 1.1(f) above, only upon the vote or written consent of the Stockholders (or other persons) entitled to designate such director. Any vacancy created by the resignation, removal or death of a director elected pursuant to Section 1. 1 above shall be filled pursuant to the provisions of Section 1.1.

2. Drag-Along Right.

2.1 Definitions .

(a) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. Notwithstanding the foregoing, for purposes of this Agreement, (i) each Wellington Investor shall be deemed to be an Affiliate of each other Wellington Investor and (ii) an entity that is an Affiliate of a Wellington Investor shall not be deemed to be an Affiliate of any other Wellington Investor unless such entity is a Wellington Investor (and, for the avoidance of doubt, an Affiliate of such entity shall not be deemed an Affiliate of any Wellington Investor solely by virtue of being an Affiliate of such entity). Notwithstanding the first sentence of this Section 2.1(a), an Advisory Client (but not any Affiliate of an Advisory Client) shall be deemed to be an Affiliate of an Investment Advisor. As used in this Agreement, the term “Wellington” shall mean Wellington Management Company, LLP, and any affiliated or successor investment advisor or subadvisor thereof to the Wellington Investors and the term “W ellin g ton Inve s t o rs” shall mean those Investors, or permitted transferees of Shares held by Wellington Investors, that are advisory or subadvisory clients of Wellington. As used in this Agreement, the term “Advisory Client” shall mean a mutual fund, pension fund, pooled investment vehicle or institutional client, in each case, advised or subadvised by an Investment Advisor. As used in this Agreement, the term “Invest m ent Advisor” means any entity that is both (A) identified as an advisor or subadvisor to an Investor listed on Schedule A hereto and marked with a footnote indicating that such entity is an Investment Advisor and (B) registered under the Investment Advisers Act of 1940 or regulated under the U.K. Financial Conduct Authority, in each case, together with any affiliated or successor investment advisor or subadvisor thereof.

(b) A “Sale of the Co m pany” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “St o ck Sale” ); or (b) a transaction that qualifies as a “Liquid a tion Transa c tio n ” as defined in the Restated Certificate.

2.2 Actions to be Take n . In the event that (i) a majority of the Voting Directors (as defined in the Restated Certificate) of the Company’s Board of Directors, (ii) the holders of at least a majority of the outstanding shares of Common Stock issuable or issued upon conversion of the shares of Preferred Stock, voting together as a single class on an as-converted

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basis, and (iii) the holders of at least a majority of the then outstanding shares of Common Stock (other than those issuable or issued upon conversion of the shares of Preferred Stock), voting as a separate class ((ii) and (iii) together, the “Selli n g Holders” ), approve a Sale of the Company in writing, then each Stockholder hereby agrees:

(a) if such transaction requires stockholder approval, with respect to all shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power (“Shares”), to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment to the Restated Certificate required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

(b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Stockholder as is being sold by the Selling Holders to the Person to whom the Selling Holders propose to sell their Shares, and, except as permitted in Section 2.3 below, on the same terms and conditions as the Selling Holders;

(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Holders in order to carry out the terms and provision of this Section 2, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents;

(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement (other than this Agreement) with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company;

(e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;

(f) if the consideration to be paid in exchange for the Shares pursuant to this Section 2 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “S ecurities Act” ), the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and

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(g) in the event that the Selling Holders, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder Representative” ) with respect to any indemnification, escrow or similar obligations applicable to or arising directly or indirectly from such Sale of the Company, and such Stockholder Representative is a professional third-party provider of stockholder representation services engaged on industry-standard terms, to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow or similar fund in connection with such indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and the related service as the representative of the Stockholders.

2.3 Exceptions . Notwithstanding the foregoing, a Stockholder will not be required to comply with Section 2.2 above in connection with any proposed Sale of the Company (the “Proposed Sale” ) unless:

(a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquiror and are enforceable against the Stockholder in accordance with their respective terms, and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency;

(b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders);

(c) the Stockholder that is an Investor shall not be liable for any intentional misrepresentation or fraud of any other Person in connection with the Proposed Sale;

(d) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders); and

(e) liability in no event shall exceed the amount of consideration actually paid to such Stockholder in connection with such Proposed Sale, except with respect to

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claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder;

(f) upon the consummation of the Proposed Sale (i) each holder of each class or series of the Company’s capital stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale;

(g) subject to clause (f) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that nothing in this clause (g) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders;

(h) such Stockholder will not be required to enter into any non- competition or non-solicitation covenant;

(i) with respect to any holder of Series C Preferred Stock, the per- share proceeds payable to such Stockholder in the Proposed Sale in respect of such Series C Preferred Stock will be at least (i) the Series C-1 Liquidation Preference (as defined in the Restated Certificate) in respect of any holder of Series C-1 Preferred Stock and (ii) the Series C- 2 Liquidation Preference (as defined in the Restated Certificate) in respect of any holder of Series C-2 Preferred Stock (in each case, taking into account any additional proceeds paid or payable to such Stockholder pursuant to Article IV, Sections (B)2(c)(vii)-(viii) of the Restated Certificate);

(j) with respect to any holder of Series D Preferred Stock, the per- share proceeds payable to such Stockholder in the Proposed Sale in respect of such Series D Preferred Stock will be at least the Series D Original Purchase Price (as defined in the Restated Certificate) in respect of any holder of Series D Preferred Stock (taking into account any additional proceeds paid or payable to such Stockholder pursuant to Article IV, Section (B)2(c)(x) of the Restated Certificate); and

(k) with respect to any holder of Series E Preferred Stock, the per- share proceeds payable to such Stockholder in the Proposed Sale in respect of such Series E Preferred Stock will be at least the Series E Original Purchase Price (as defined in the Restated Certificate) in respect of any holder of Series E Preferred Stock (taking into account any

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additional proceeds paid or payable to such Stockholder pursuant to Article IV, Section (B)2(c)(xi) of the Restated Certificate).

3. Additional Representations and Covenants.

3.1 No Revocation. The voting agreements contained herein are coupled with an interest and may not be revoked during the term of this Agreement.

3.2 [Reserved].

3.3 Legends . Each certificate representing shares of the Company’s capital stock held by the Key Holders or the Investors or any assignee of the Key Holders or the Investors shall bear the following legend (in addition to any other legend contained on such certificate):

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO AN AMENDED AND RESTATED VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT AMENDED AND RESTATED VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

3.4 Grant of Proxy. Upon the failure of any Party to this Agreement to vote his, her or its shares of capital stock of the Company in accordance with the terms of this Agreement, such Party hereby appoints and constitutes the Chief Executive Officer of the Company as the attorney and proxy of such Party with the full power of substitution and resubstitution, to the full extent of such Party’s rights, with respect to all voting capital stock of the Company owned by such Party, which proxy (the “Pr o xy” ) shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 3.4 is amended to remove such Party’s grant of proxy in accordance with Section 5.4 hereof, to vote all shares of capital stock then held by such Party in the manner provided in S ection 1 , Section 2 and Section 3 hereof. The Parties agree that the Proxy is coupled with an interest.

3.5 Specific Enforcement . It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any other party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

3.6 Covenant of the Com p any. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, except that this Agreement may be amended pursuant to Section 5.4 hereof.

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3.7 Execution by the Com p any. The Company, by its execution in the space provided below, agrees that it will cause the certificates issued after the date hereof evidencing the shares of Investor Shares and Key Holder Shares to bear the legend required by Section 3.3 hereof, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing shares of capital stock of the Company bearing such legend upon written request from such holder to the Company at its principal office. The parties hereto do hereby agree that the failure to cause the certificates evidencing the shares of Investor Shares and Key Holder Shares to bear the legend required by Section 3.3 hereof and/or failure of the Company to supply, free of charge, a copy of this Agreement, as provided under this Section 3.7, shall not affect the validity or enforcement of this Agreement.

4. Termina t i o n.

4.1 Terminati o n Events. This Agreement shall terminate upon the earlier of:

Certificate; or

(a) the consummation of “Qualified IPO”, as defined in the Restated

(b) the consummation of a “Liquidation Transaction”, as defined in the Restated Certificate, pursuant to which the consideration received by the Investors is in the form of cash and/or marketable securities.

4.2 Removal of Legend . At any time after the termination of this Agreement in accordance with Section 4.1, any holder of a stock certificate legended pursuant to Section 3.3 may surrender such certificate to the Company for removal of the legend, and the Company will duly reissue a new certificate without the legend.

5. Miscellane o u s.

5.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

5.2 Effects on Non-Stock h older s . Notwithstanding anything herein to the contrary, no Investor shall have any voting power with respect to any Common Stock or Preferred Stock of the Company, nor shall such Investor have any obligation to vote under Section 1 of this Agreement, unless and until such Investor acquires or otherwise owns any shares of Common Stock or Preferred Stock of the Company; provided, however, that Section 1.1(b) shall be for the benefit of TPG, whether or not it owns any Common Stock or Preferred Stock of the Company, and shall be enforceable by TPG in accordance with its terms.

5.3 Binding Effect on Tra n sferees; Successors and Assigns. In addition to any restriction on transfer that may be imposed by any other agreement by which any Party hereto may be bound, this Agreement shall be binding upon the Parties, their respective transferees, heirs, successors and assigns; provided that for any such transfer to be deemed effective, the transferee shall have executed and delivered to the Company in advance an

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Adoption Agreement substantially in the form attached hereto as E xhibit A (the “Adoption

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Agree m ent” ). The Company shall not record any transfer of Key Holder Shares or Investor Shares on its books or issue a new certificate representing any such Key Holder Shares or Investor Shares unless and until such transferee shall have complied with the terms of this Section 5.3. Upon the execution and delivery of an Adoption Agreement by a transferee reasonably acceptable to the Company, such transferee shall be deemed to be a Party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages hereto and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. By its execution hereof or of any Adoption Agreement, each of the Stockholders appoints the Company as its attorney-in-fact for the purpose of executing any Adoption Agreement which may be required to be delivered hereunder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective transferees, heirs, successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.4 Amendments and Waivers. Any term hereof may be amended or waived only with the written consent of the Company, the holders of at least a majority of the shares of the Company’s capital stock (on an as-converted basis) held by the Key Holders then providing service to the Company as officers, employees, consultants or advisors, and the holders of at least a majority of the shares of Common Stock issuable or issued upon conversion of Preferred Stock held by the Investors, voting together as a single class on an as-converted basis; provided, however, that any amendment or waiver that adversely and disproportionately affects any Investor or class of Investors in a manner different than any other Investor shall require the written consent of such Investor or class of Investors. Notwithstanding the foregoing, (a) the provisions of Section 1.1(a) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Benchmark, (b) the provisions of Section 1.1(b) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of TPG, (c) the provisions of Section 1.1(c) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Expa-1, (d) the provisions of Sections 1.1(d), 1.1(e) and 1.1(f) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the Class B Common Stock, provided, however, that (i) the provisions of Section 1.1(e)(ii) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of PIF and (ii) the provisions of S ection 1.1(e)(iii) may be amended and the observance of any term thereof may be waived (either generally of in a particular instance and either retroactively or prospectively) only with the written consent of Travis Kalanick; (e) the provisions of Section 2.3(i) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with (i) the written consent of the holders of a majority of the Series C-1 Preferred Stock and (ii) the written consent of the holders of a majority of the Series C-2 Preferred Stock, (f) the provisions of Section 2.3(j) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the Series D Preferred Stock, (g) the provisions of Section 2.3(k) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the Series E Preferred Stock, (h) the

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provisions of Section 2.3 may be amended in a way that increases Google Ventures 2013, L.P.’s (“Google Ventures” ) potential liability in connection with a Proposed Sale only with the written consent of Google Ventures, (i) the provisions of Section 2.3 may be amended in a way that increases TPG’s potential liability in connection with a Proposed Sale only with the written consent of TPG, (j) the provisions of Section 2. 3 may be amended in a way that increases potential liability of any holders of Series D Preferred Stock in connection with a Proposed Sale only with the written consent of the holders of a majority of the Series D Preferred Stock, (k) the provisions of Section 2.3 may be amended in a way that increases potential liability of any holders of Series E Preferred Stock in connection with a Proposed Sale only with the written consent of the holders of a majority of the Series E Preferred Stock, (l) the provisions of Section2.3 may be amended in a way that increases potential liability of any holders of Series F Preferred Stock in connection with a Proposed Sale only with the written consent of the holders of a majority of the Series F Preferred Stock, (m) the provisions of Section 2.3 may be amended in a way that increases potential liability of any holders of Series G Preferred Stock in connection with a Proposed Sale only with the written consent of the holders of a majority of the Series G Preferred Stock, (n) the second sentence of Section 2.1(a) and the definitions of “Wellington” and “Wellington Investor” may not be amended, terminated, or waived without the prior consent of the Wellington Investors holding a majority of the Shares then outstanding and held by the Wellington Investors and (o) the third sentence of Section 2.1(a) and the definitions of “Advisory Client” and “Investment Advisor” may not be amended, terminated, or waived in an adverse manner to an Advisory Client without the prior consent of such Advisory Client holding Shares then outstanding. Notwithstanding the foregoing, this Agreement may be amended with only the written consent of the Company for the sole purpose of including additional holders of capital stock as “Key Holders” pursuant to Section 5.5. Notwithstanding anything to the contrary herein, the Company may, without the consent or approval of any Investor or Key Holder, cause additional Persons to become party to this Agreement as Investors pursuant to Section 5.19 (with the rights and obligations hereof) and amend Schedule A hereto accordingly. Any amendment or waiver effected in accordance with this Section 5.4 shall be binding upon the Company, each Key Holder, each Investor, and each of their respective successors and assigns.

5.5 Additional Parties. In the event that after the date of this Agreement, the Company enters into an agreement with any person to issue shares of capital stock to such person (including an option to purchase such shares), following which such person would (or could as a result of the conversion or exercise of convertible or exercisable securities) hold shares representing one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise or conversion of all then outstanding options, warrants or convertible securities (whether or not then exercisable or convertible) as outstanding), then the Company shall cause such person, as a condition precedent to the issuance of such capital stock, to become a party to this Agreement by executing the Adoption Agreement, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

5.6 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient (a) on the date of delivery, when delivered personally or by overnight courier, (b) forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail with postage prepaid, and addressed to the party to be notified at such party’s address or fax number as set forth below or on Schedule A hereto, or as subsequently modified

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by written notice, or (c) upon transmission when directed to the relevant electronic mail address, if sent during normal business hours of the recipient and without receipt of bounceback out-of- office, departed employee or similar notification, or if not sent during normal business hours of the recipient, then on the recipient’s next business day, when sent via electronic mail to the electronic mail address as shown in the Company’s records and without receipt of bounceback out-of-office, departed employee or similar notification, and if to the Company, with a copy to Fenwick & West LLP, Attn: Michael Brown, 555 California Street, 12th Floor, San Francisco, CA 94104.

5.7 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

5.8 Governing La w . This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

5.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

5.10 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.11 No Liability for Election of Recommended Directors. Neither the Company, the Key Holders, the Investors, nor any officer, director, holder of capital stock, partner, member, employee or agent of any such party, makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Company’s Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in nominating or voting for such nominee pursuant to this Agreement.

5.12 Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

5.13 Stock Splits, Stock Dividends, etc. In the event of any issuance of shares of the Company’s voting securities hereafter to any of the parties hereto (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization or the like), such shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 3.3.

5.14 Further Assurances. At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the consummation of

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the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

5.15 Aggregation . All Key Holder Shares and Investor Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

5.16 As-Converted Basis . For the avoidance of doubt, all references herein to voting “on an as-converted basis” shall be deemed to preserve the ten (10) votes for each share of Class B Common Stock into which shares of Series Seed Preferred Stock, Series A Preferred Stock, and Series B Preferred Stock may be converted, and one (1) vote for each share of Class A Common Stock into which shares of Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock may be converted.

5.17 No Conflicting Agreements. Except for this Agreement, neither any of the Stockholders nor any Affiliates thereof shall deposit any shares of capital stock of the Company beneficially owned by such Stockholder or Affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock.

5.18 Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty(30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in either the State of California, City of San Francisco, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with Section 5.8 hereof regarding governing law and this Section 5.18, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

5.19 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Series G Preferred Stock after the date hereof pursuant to the Series G Preferred Stock Purchase Agreement, dated as of December 3, 2015, as amended from time to time, any purchaser of such shares of Series G Preferred Stock may become a party to this Agreement by executing and delivering an additional

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counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors or the Key Holders shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder by executing and delivering an additional counterpart signature page to this Agreement.

5.20 Massachusetts Business Trus t . A copy of the Agreement and Declaration of Trust of (i) each Investor affiliated with Fidelity Management & Research Company, (ii) Morgan Stanley Variable Investment Series – Multi Cap Growth Portfolio and (iii) Morgan Stanley Multi Cap Growth Trust is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Agreement is executed on behalf of the trustees of such Investor as trustees and not individually and that the obligations of this Agreement are not binding on any of the trustees, officers or stockholders of such Investor individually but are binding only upon such Investor and its assets and property.

[Signature Page Follows]

The parties hereto have executed this Amended and Restated Voting Agreement as of the date first written above.

THE COMPANY:

UBER TECHNOLOGIES ，。句 C

By: I ι←4句Name: Travï's Ka)-anick \..._..-Title: Chief Executive Officer

Address: 1455 Market Street，4 出

Floor San Francisco ，CA 94103

SIGNATURE PAGE TO AMENDED AND RESTATED VOTING AGREEMENT

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SCHEDULE B

KEY HOLDERS

Name

Expa-1, LLC

Timothy Ferriss

Travis Kalanick

Oscar Salazar Gaitan, LLC

Jose Oviedo Uribe

Joris Kluivers

Jelle Maarten Prins

Ryan Graves

Conrad Michael Whelan

Mihir Shah

Yishai Lerner

Jeff Anderson

Steve Russell

Steve Jang

Brent Callinicos

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EXHIBIT A

ADOPTION AGR EEM ENT

This Adoption Agreement (“Adoption Agree m ent” ) is executed by the undersigned (the “Holder”) pursuant to the terms of that certain Amended and Restated Voting Agreement dated as December 3, 2015 (the “A gree m ent” ) by and among the Company and certain of its stockholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1. Acknowledg m ent. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”) for one of the following reasons (Check the appropriate box):

as a transferee of Investor Shares from a party in such party’s capacity as an “Investor ” bound by the Agreement, and after such transfer, Holder shall be considered an “Invest o r ” and a “Stock h older” for all purposes of the Agreement.

as a transferee of Key Holder Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Stockh o lder” for all purposes of the Agreement.

as a new Investor in accordance with Section 5.3 of the Agreement, in which case Holder will be an “In v estor” and a “Stockholder” for all purposes of the Agreement.

in accordance with Section 5.4 of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Key Holder” and a “Stockholder” for all purposes of the Agreement.

2. Agree m ent. Holder (a) agrees that the Stock acquired by Holder shall be bound by and subject to the terms of the Agreement, and (b) hereby adopts the Agreement with the same force and effect as if Holder were originally a Party thereto.

3. Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address listed beside Holder’s signature below.

[Remainder of page intentionally blank]

This Adoption Agreement is EXECUTED AND DATED this , 20 .

Holder:

day of

By:

Name:

Title:

28910/00015/DOCS/3826768.6A