S-8

As filed with the Securities and Exchange Commission on July 18, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SERVICENOW, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-2056195
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2225 Lawson Lane
Santa Clara, California 95054
(408) 501-8550

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

G2K Group GmbH 2023 Restricted Stock Unit Plan ¹

(Full title of the plan)

William R. McDermott

President and Chief Executive Officer

ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, California 95054

(408) 501-8550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Jeremy L. Moore Baker & McKenzie LLP
800 Capitol, Suite 2100
Houston, Texas 77002
(713) 427-5000 Russell S. Elmer General Counsel ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, California 95054
(408) 501-8550

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

¨

¹ The Registrant assumed such plan and the outstanding awards of restricted stock units granted thereunder in connection with the consummation of the transactions contemplated by the Share Purchase Agreement, dated as of May 11, 2023, pursuant to which the Registrant acquired G2K Group GmbH.

SERVICENOW, INC.

REGISTRATION STATEMENT ON FORM S-8

This Registration Statement on Form S-8 is being filed by ServiceNow, Inc. (the “Registrant”) to register 15,079 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the Registrant’s assumption of the outstanding awards of restricted stock units granted under the G2K Group GmbH 2023 Restricted Stock Unit Plan (the “Plan”). The Registrant assumed the Plan and such awards in connection with the Share Purchase Agreement pursuant to which the Registrant acquired G2K Group GmbH.

PART I

Information Required in the Section 10(a) Prospectus

Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The documents containing the information specified in Part I of Form S-8 will be sent or given to the participants in the Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The Commission allows us to “incorporate by reference” into this Registration Statement certain information required to be included. This means that we can disclose important information to you by referring you to those documents where the information resides. The information we incorporate by reference is considered a part of this Registration Statement, and later information we file with the Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents.

(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on January 31, 2023 pursuant to Section 13 of the Exchange Act;

(b) the information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A filed with the Commission on April 13, 2023;

(c) the Registrant’s Current Reports on Form 8-K filed with the Commission on January 25, 2023, April 26, 2023, May 16, 2023 and June 2, 2022 (other than information “furnished” and not deemed to be “filed” in such Current Reports);

(d) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on April 27, 2023; and

(e) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35580) filed with the Commission on June 19, 2012 pursuant to Section 12(b) of the Exchange Act, as updated by Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on February 3, 2022, including any amendments or reports filed for the purpose of updating such description.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation’s board of directors to grant indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the Delaware General Corporation Law, the Registrant’s restated certificate of incorporation includes a provision that eliminates, to the fullest extent permitted by law, the personal liability of a director for monetary damages resulting from breach of his or her fiduciary duty as a director, except for liability:

● for any breach of the director’s duty of loyalty to the Registrant or its stockholders;

● for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

● under Section 174 of the Delaware General Corporation Law (regarding unlawful payments of dividends, stock repurchases or redemptions); or

● for any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, the Registrant’s restated bylaws provide that:

● the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions;

● the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law;

● the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to certain very limited exceptions; and

● the rights conferred in the Registrant’s restated bylaws are not exclusive.

In addition, the Registrant has entered into, and intends to continue to enter into, indemnification agreements with each of its current directors and executive officers. These agreements will provide for the indemnification of directors and executive officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of the Registrant.

The Registrant currently carries liability insurance for its directors and officers for securities matters. The indemnification provisions in the Registrant’s restated certificate of incorporation, restated bylaws and the indemnification agreements entered into between the Registrant and each of its directors and executive officers is sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

See also the undertakings set out in response to Item 9 of this Registration Statement.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.1	Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.	8-K	001-35580	3.1	6/9/2021
4.2	Restated Bylaws of the Registrant, as currently in effect.	8-K	001-35580	3.2	6/9/2021
4.3	Form of Common Stock Certificate.	S-1/A	333-180486	4.1	6/19/2012
4.4	G2K Group GmbH 2023 Restricted Stock Unit Plan.					X
4.5	Form of Restricted Stock Unit Award Agreement under G2K Group GmbH 2023 Restricted Stock Unit Plan.					X
5.1	Opinion of Baker & McKenzie LLP.					X
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.					X
23.2	Consent of Baker & McKenzie LLP (contained in Exhibit 5.1).					X
24.1	Power of Attorney (included on the signature page of this Registration Statement).					X
107	Filing Fee Table.					X

Item 9. Undertakings.

1. The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

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

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

provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

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

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

2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 18th day of July, 2023.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints William R. McDermott and Gina Mastantuono, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William R. McDermott	Chairman and Chief Executive Officer (Principal Executive Officer)	July 18, 2023
William R. McDermott
/s/ Gina Mastantuono	Chief Financial Officer (Principal Financial Officer)	July 18, 2023
Gina Mastantuono
/s/ Kevin T. McBride	Chief Accounting Officer (Principal Accounting Officer)	July 18, 2023
Kevin T. McBride
/s/ Deborah Black	Director	July 18, 2023
Deborah Black
/s/ Susan L. Bostrom	Director	July 18, 2023
Susan L. Bostrom
/s/ Teresa Briggs	Director	July 18, 2023
Teresa Briggs
/s/ Jonathan C. Chadwick	Director	July 18, 2023
Jonathan C. Chadwick
/s/ Paul E. Chamberlain	Director	July 18, 2023
Paul E. Chamberlain
/s/ Lawrence J. Jackson, Jr.	Director	July 18, 2023
Lawrence J. Jackson, Jr.
/s/ Frederic B. Luddy	Director	July 18, 2023
Frederic B. Luddy
/s/ Jeffrey A. Miller	Director	July 18, 2023
Jeffrey A. Miller
/s/ Joseph M. Quinlan	Director	July 18, 2023
Joseph M. Quinlan
/s/ Anita M. Sands	Director	July 18, 2023
Anita M. Sands

EX-4.4

Exhibit 4.4

G2K Group GmbH

2023 RESTRICTED STOCK UNIT PLAN

1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. This Plan provides for the grant of Restricted Stock Units to acquire Shares. Capitalized terms not defined elsewhere in the text are defined in Section 18.

2. SHARES SUBJECT TO THE PLAN

2.1 Number of Shares Available. Subject to Sections 2.3 and 12 and any other applicable provisions hereof, the total number of Shares which may be available for grant and issuance pursuant to this Plan as of the Effective Date, may not exceed 10,000,000 Shares, representing the number of Shares undertaken by shareholders of the Company to be issued. Prior to any settlement of Awards under this Plan, the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan. Shares offered under this Plan may be authorized but unissued Shares or Shares the shareholders of the Company have undertaken to issue.

2.2 Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares (a) are subject to Awards granted under this Plan that are forfeited to or repurchased by the Company or (b) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued. In the event that Participant tenders or the Company withholds Shares to pay the withholding taxes due upon the settlement of an Award, (i) the full number of Shares, including such number of Shares used to pay the withholding taxes, shall reduce the Number of Shares available for issuance under the Plan and (ii) such number of Shares used to pay the withholding taxes shall not be added to the Shares authorized for grant under the Plan.

2.3 Adjustment of Shares. If the number or class of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares, or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off, or similar change in the capital structure of the Company, without consideration, then the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, and the number and class of Shares subject to other outstanding Awards, in each case, will be proportionately adjusted, subject to any required action by the shareholders of the Company and in compliance with applicable securities laws. Furthermore, if the Company's share capital (Stammkapital) is increased by a recapitalization from the Company's funds (Kapitalerhöhung aus Gesellschaftsmitteln), or if the Company's share capital (Stammkapital) is decreased (Kapitalherabsetzung) without a distribution of the Company's funds, or in the event of any other change in the Parent’s registered share capital (Stammkapital) without consideration affecting the Shares, then the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, and the number and class of Shares subject to other outstanding Awards, in each case, will be proportionately adjusted, subject to any required action by the shareholders of the Company and in compliance with applicable securities laws.

3 ELIGIBILITY. Awards may be granted to Employees, Consultants and Managing Directors, provided that such Consultants and Managing Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

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4 ADMINISTRATION.

4.1 Managing Directors; Authority. This Plan will be administered by the Managing Directors or any similar successor board or committee. The Managing Directors will have the authority to:

(a) construe and interpret this Plan, any Award Agreement, and any other agreement or document executed pursuant to this Plan;

(b) prescribe, amend, and rescind rules and regulations relating to this Plan or any Award;

(c) select persons to receive Awards;

(d) determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, times when Awards may vest (which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations or any other tax liability legally due, and any restriction or limitation regarding any Award or the Shares relating thereto;

(e) determine the number of Shares or other consideration subject to Awards;

(f) determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary;

(g) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, any other incentive or compensation plan of the Company or any Parent, Subsidiary, or Affiliate;

(h) grant waivers of Plan or Award conditions;

(i) determine the vesting, exercisability, and payment of Awards;

(j) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;

(k) determine whether an Award has been vested and/or earned;

(l) make all other determinations necessary or advisable for the administration of this Plan; and

(m) delegate any of the foregoing to a subcommittee or to one or more executive officers pursuant to a specific delegation as permitted by applicable law.

4.2 Interpretation and Discretion. Any determination made by the Managing Directors with respect to any Award will be made in their sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant or Company to the Managing Directors for review. The resolution of such a dispute by the Managing Directors will be final and binding on the Company and the Participant. The Managing Directors may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding on the Company and the Participant.

4.3 Documentation. Each grant of Restricted Stock Units under the Plan shall be evidenced by an Award Agreement between the Participant and the Company. Such Restricted Stock Units shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and which the Managing Directors deems appropriate for inclusion in an Award Agreement. The Award Agreement for a given Award, the Plan, and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

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4.4 Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in other countries in which the Company, its Subsidiaries, and Affiliates operate or have Employees or other individuals eligible for Awards, the Managing Directors, in their sole discretion, will have the power and authority to: (a) determine which Subsidiaries and Affiliates will be covered by the Plan; (b) determine which individuals are eligible to participate in the Plan, which may include individuals who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or agency; (c) modify the terms and conditions of any Award granted to comply with applicable foreign laws, policies, customs, and practices; (d) establish subplans and modify vesting conditions and other terms and procedures to the extent the Managing Directors determine such actions to be necessary or advisable (and such subplans and/or modifications will be attached to this Plan as appendices, if necessary); and (e) take any action, before or after an Award is made, that the Managing Directors determine to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals, provided that it may not determine anything or vary from those terms which require shareholder approval pursuant to Section 14 last sentence

5 RESTRICTED STOCK UNITS. The Awards granted pursuant to this Plan represent Restricted Stock Units. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant or Managing Director covering a number of Shares that may be settled by issuance of those Shares . All RSUs will be made pursuant to the Award Agreement.

5.1 Terms of RSUs. The Managing Directors will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU, (b) the time or times during which the RSU may be settled, (c) the consideration to be distributed on settlement, and (d) the effect of the Participant’s termination of Service on each RSU, provided that no RSU will have a term longer than ten (10) years.

5.2 Form and Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Managing Directors and set forth in the Award Agreement. The Managing Directors, in their sole discretion, may settle earned RSUs in cash, Shares or a combination of both.

5.3 Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Managing Directors).

5.4 Payment for Restricted Stock Units. Except for the payment of the mandatory par value of EUR 1.00 (in words: Euro one) for the subscription of each Share of the Company that becomes issuable under this Plan (the “Par Value Payment”) no cash consideration shall be required of the Participant in connection with the grant of Restricted Stock Units.

5.5 Vesting. Each Award Agreement shall specify the vesting requirements applicable to the Restricted Stock Units subject thereto, which the Managing Directors shall determine in their sole discretion.

6 TAXES. Whenever a tax event occurs in relation to an Award under the Plan, the Company may require the Participant to remit to the Company, or to the Parent, Subsidiary, or Affiliate, as applicable, employing the Participant an amount sufficient to satisfy applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (the “Tax-Related Items”) legally due from the Participant prior to the delivery of Shares pursuant to settlement of any Award.

7. TRANSFERABILITY. Unless determined otherwise by the Managing Directors, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Managing Directors make an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Managing Directors deem appropriate.

8. VOTING AND DIVIDENDS. No Participant will have any of the rights of a shareholder with respect to any Shares until the Shares are issued to and duly subscribed by the Participant. After Shares are issued to and duly subscribed by the Participant, the Participant will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares.

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9. CERTIFICATES. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends, and other restrictions as the Managing Directors may deem necessary or advisable, including restrictions under any applicable federal, state, or foreign securities law, or any rules, regulations, and other requirements of any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

10. APPLICABLE LAW AND OTHER REGULATORY COMPLIANCE. The grant of an Award to a Participant will not be effective unless the grant of such Award is in compliance with all applicable laws, rules, and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Shares under applicable laws or ruling of any governmental body that the Company determines to be necessary or advisable.

11. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary, or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary, or Affiliate to terminate Participant’s employment or other relationship at any time.

12. CORPORATE TRANSACTIONS.

12.1 Assumption or Replacement of Awards by Successor Corporation. In the event of a Corporate Transaction any or all outstanding Awards shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Managing Directors in their capacity as administrator of the Plan, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or all portions of an Award) in an identical manner. The treatment specified in the transaction agreement or as determined by the Managing Directors may include (without limitation) one or more of the following with respect to each outstanding Award, subject to obtaining any required consents from the affected Participant and/or the successor or acquiring corporation (if any) to the extent required by German or other applicable law: (i) the Successor Corporation may assume or replace the Plan, which assumption or replacement shall be binding on all Participants; (ii) the Successor Corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to shareholders (after taking into account the existing provisions of the Awards); and (iii) the successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant.

In the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all shares subject to such Award (and any applicable right of repurchase fully lapse) immediately prior to the Corporate Transaction and then such Awards will terminate.

Awards need not be treated similarly in a Corporate Transaction and treatment may vary from Award to Award and/or from Participant to Participant.

13. GOVERNING LAW. This Plan and all Awards granted hereunder, including the applicable Award Agreement(s), will be governed by and construed in accordance with the laws of Germany.

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14. AMENDMENT OR TERMINATION OF PLAN, SHAREHOLDER APPROVAL. The Managing Directors may at any time terminate or amend this Plan in any respect, including, without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan, provided, however, that the Managing Directors will not, without the approval of the shareholders of the Company, amend this Plan in any manner that requires such shareholder approval, provided further that a Participant’s Award will be governed by the version of this Plan then in effect at the time such Award was granted. No termination or amendment of the Plan will affect any then- outstanding Award unless expressly provided by the Managing Directors. In any event, no termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is necessary to comply with applicable law, regulation, or rule. To the extent require by applicable law, the Plan, or any amendment thereto, will be subject to the approval of the Company's shareholders prior to its adoption or any amendment thereto.

15. INSIDER TRADING POLICY. Each Participant who receives an Award will comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers, and/or Directors of the Company, as well as with any applicable insider trading or market abuse laws to which the Participant may be subject.

16. ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Managing Directors or required by law during the term of Participant’s employment or other service with the Company that is applicable to officers, Employees, Directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

17. TERM OF PLAN. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Managing Directors. After this Plan is terminated or expires, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions.

18. DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:

18.1 “Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company, and (b) any entity in which the Company has a significant equity interest, in either case as determined by the Managing Directors, whether now or hereafter existing.

18.2 “Award” means any award of RSUs under the Plan.

18.3 “Award Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant, setting forth the terms and conditions of the Award, and country-specific appendix thereto, and which will comply with and be subject to the terms and conditions of this Plan.

18.4 “Common Stock” means the common stock of the Company.

18.5 “Company” means G2K Group GmbH, a company organized under the laws of Germany and registered with the commercial register of the local court of Munich under HRB 220667 or any successor corporation.

18.6 “Consultant” means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary, or Affiliate to render services to such entity.

18.7 “Corporate Transaction” means the occurrence of any of the following events: (i) any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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18.8 “Effective Date” means the date the Plan is approved by the shareholders of the Company.

18.9 “Employee” means any person, including officers and directors, providing services as an employee to the Company or any Parent, Subsidiary, or Affiliate. Neither service as a director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

18.10 “Fair Market Value” means, as of any date, the value of a Share, determined as follows:

(a) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Managing Directors deem reliable;

(b) if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Managing Directors deem reliable; or

(c) by the Managing Directors in good faith.

18.11 “Managing Directors” means the Company's managing director(s) (Geschäftsführer).

18.12 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

18.13 “Participant” means a person who holds an Award under this Plan.

18.14 “Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in- law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.

18.15 “Plan” means this G2K Group GmbH 2023 Restricted Stock Unit Plan.

18.16 “Restricted Stock Unit” or "RSU" means an Award as defined in Section 5 and granted under the Plan.

18.17 “Service” will mean service as an Employee, Consultant or Managing Director to the Company or a Parent, Subsidiary, or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. In the case of any Employee on an approved leave of absence, or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Managing Directors may make such provisions respecting suspension or modification of vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary, or Affiliate, or during such change in working hours, as it may deem appropriate. An employee will have terminated employment as of the date he or she ceases to provide Service (regardless of whether the termination is in breach of local employment laws or is later found to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided, however, that a change in status from an Employee to a Consultant or Managing Director (or vice versa) will not terminate the Participant’s Service, unless determined by the Managing Directors, in their discretion. The Managing Directors will have sole discretion to determine whether a Participant has ceased to provide Service and the effective date on which the Participant ceased to provide Service.

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18.18 “Shares” means an ordinary share in the Company with a par value of EUR 1.00, reserved for issuance under this Plan and any successor security.

18.19 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

18.20 "Successor Corporation" means the corporation or any of its affiliates acquiring the Company in a Corporate Transaction.

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EX-4.5

Exhibit 4.5

G2K Group GmbH 

2023 RESTRICTED STOCK UNIT PLAN 

RESTRICTED STOCK UNIT AWARD

Contingent upon the close of the proposed transaction between ServiceNow, Inc. (“ServiceNow”) and the Company (the “Proposed Transaction”) for which ServiceNow and the Company entered into a Share Purchase Agreement on May 11, 2023 (the “SPA”), you (“Participant”) will be granted an award of Restricted Stock Units (“RSUs”) under the G2K Group GmbH (the “Company”) 2023 Restricted Stock Unit Plan (the “Plan”) subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement (“Agreement”). Each RSU represents the right to receive one Share on the terms and conditions set forth in the Plan and in this Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.

1. Details of Award.

Participant	[insert name]
Grant ID Number:	[insert]
Grant Value	[Insert]
Number of RSUs:	[insert]
	The number of RSUs has been determined by dividing the Grant Value by the minimum par value of the Shares (EUR 1) using an exchange rate of USD 1: EUR 1.09.
Date of Grant:	July [insert], 2023
Vesting Schedule:	Subject to the limitations set forth in this Notice, the Plan and the Agreement, the vesting schedule applicable to the RSUs will depend on the number of RSUs subject to the award, taking into consideration any adjustment to the number of RSUs as a result of the Proposed Transaction (“Relevant Adjustment”), as follows: ·       If the number of RSUs subject to the award (after any Relevant Adjustment) is 48 or greater, the RSUs will vest in equal quarterly installments over 16 quarters (6.25% each quarter), with the first quarterly vesting to occur in the month of February, May, August or November, whichever arrives first on or after the third month following the closing of the Proposed Transaction. ·       If the number of RSUs subject to the award (after any Relevant Adjustment) is 24 or greater but fewer than 48, the RSUs will vest in equal bi-annual installments over four years (12.5% every other quarter), with the first bi-annual vesting to occur in the month of February, May, August or November, whichever arrives first on or after the sixth month following the closing of the Proposed Transaction.

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·       If the number RSUs subject to the award (after any Relevant Adjustment) is fewer than 24, the RSUs will vest in equal annual installments over four years (25% each year), with the first annual vesting to occur in the month of February, May, August or November, whichever arrives first on or after the twelfth month following the closing of the Proposed Transaction.   If Participant’s Service Terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs shall immediately terminate without payment of any consideration to Participant. In case of any dispute as to whether termination of Service has occurred, the Managing Directors shall have sole discretion to determine whether such termination of Service has occurred and the effective date of such termination of Service.

Settlement:

The RSUs shall be settled on or as soon as administratively practicable following each vest date under the vesting schedule set forth in the Notice, provided that Participant continues to provide services to the Company or any Subsidiary or Affiliate through such vest date. Settlement of RSUs shall be in Shares. Settlement of RSUs refers to the issuance of Shares once the RSUs are vested. If an RSU is vested, the Company will deliver one Share for such RSU at the time of settlement specified herein. The form of any delivery of Shares (e.g., a share certificate or electronic entry evidencing such shares) shall be determined by the Company. No Shares shall be issued to the Participant upon settlement of these RSUs unless and until the Company has determined that (i) Participant and the Company have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any share exchange or other securities market on which the Shares are listed has been satisfied; and (iii) any other applicable provision of law has been satisfied. The Company shall not have any liability to issue Shares in respect of the RSUs unless it is able to do so in compliance with applicable law. No cash consideration shall be required of Participant in connection with the grant of the RSUs. Prior to the time of settlement of the RSUs by issuance of Shares of the Company, Participant shall make arrangements to pay the mandatory par value of EUR 1.00 (in words: Euro one) for the subscription of each Share that becomes issuable under this Agreement (the “Par Value Payment”). Recipient shall forfeit the right to settlement of the RSUs unless Recipient has paid the Par Value Payment on or prior to the date of settlement set forth in this Section 1.

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2.             Withholding Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”) the ultimate liability for all income tax, social security contributions, wage tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU, including, but not limited to, the grant, vesting or settlement of the RSU and the subsequent sale of Shares acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory and to provide information to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer;

(ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSU either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization);

(iii) withholding in Shares to be issued upon settlement of the RSU, provided the Company only withholds the amount of Shares necessary to satisfy the minimum statutory withholding amounts;

(iv) Participant’s payment of a cash amount (including by check representing readily available funds or a wire transfer); or

(v) any other arrangement approved by the Managing Directors and permitted under applicable law;

The Company and/or the Employer may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in Participant’s jurisdiction(s). In the event of over-withholding, Participant may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, Participant may seek a refund from the local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. The Fair Market Value of these Shares, determined as of the effective date when taxes otherwise would have been withheld in cash, will be applied as a credit against the Tax-Related Items withholding.

Finally, Participant agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with Participant’s obligations in connection with the Tax-Related Items.

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3.             Nature of Grant. By accepting the grant, Participant acknowledges, understands and agrees that:

(a)           the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(b)           the RSUs grant and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Parent, Subsidiary or Affiliate;

(c)           Participant is voluntarily participating in the Plan;

(d)           the RSUs and the Shares subject to the RSUs, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Participant’s employment or service contract, if any;

(e)           the RSU and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;

(f)            the RSU and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, leave-related payments, pension, retirement or welfare benefits or similar mandatory payments;

(g)           the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(h)           Participant acknowledges and agrees that neither the Company nor any Parent, Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement; and

(i)            no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from Participant’s termination of Service.

4.             Conditions to Issuance; Compliance with Laws and Regulations. The grant of RSUs to Participant will not be effective unless the grant of such RSUs are in compliance with all applicable laws, rules, and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Shares under applicable laws or ruling of any governmental body that the Company determines to be necessary or advisable.

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5.             Severability. If one or more provisions of this Agreement are held to be unenforceable, 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 (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

6.             Electronic Delivery of All Plan Documents and Disclosures. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.

7.             Exchange Control, Foreign Asset/Account and/or Tax Reporting. Participant’s country of residence may have certain foreign asset/account and/or tax reporting requirements which may affect his or her ability to acquire or hold RSUs under the Plan or cash received from participating in the Plan (including sales proceeds arising from the sale of Shares) in a brokerage or bank account outside Participant’s country. Participant may be required to report such amounts, assets or transactions to the tax or other authorities in his or her country. Participant also may be required to repatriate sale proceeds or other funds received as a result of his or her participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. In addition, Participant may be subject to tax payment and/or reporting obligations in connection with any income realized under the Plan and/or from the sale of Shares. Participant acknowledges that he or she is responsible for ensuring compliance with such regulations and should speak with her or her personal legal and tax advisors, as applicable, regarding this matter.

8.             Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by this Agreement and the provisions of the Plan. By accepting (whether in writing, electronically or otherwise) the RSUs, Participant acknowledges and agrees to the following:

· Participant acknowledges that this grant of RSUs is contingent on the closing of the Proposed Transaction between the Company and ServiceNow. In the event the Proposed Transaction does not close, the RSUs will not be granted and the terms of the agreement will immediately terminate without any further action by the parties.

· Participant acknowledges that in the event the Proposed Transaction closes, all RSUs granted pursuant to this Agreement will be assumed by ServiceNow and converted into an award of restricted stock units in respect of shares of common stock of ServiceNow pursuant to the terms of the SPA and having substantially the same terms and conditions (including with respect to vesting, settlement and termination-related provisions). Participant acknowledges they will be required to provide a waiver of any claims or damages against the Company with respect to the RSUs.

· Participant acknowledges that they will continue to vest in the RSUs pursuant to this Notice only by continuing Service as an Employee, Managing Director or Consultant of the Company or Parent, Subsidiary or Affiliate.

· To the extent permitted by applicable law, Participant agrees and acknowledges that the Vesting Schedule may change prospectively in the event that Participant’s Service status changes and/or in the event Participant is on a leave of absence, in accordance with Company policies relating to work schedules and vesting of Awards or as determined by the Managing Directors to the extent permitted by applicable law.

· Participant also understands that this Notice is subject to the terms and conditions of both the Agreement and the Plan, both of which are incorporated herein by reference. Participant has read both the Agreement and the Plan.

5 

· Participant acknowledges receipt of a copy of the Plan and has carefully read and is familiar with the Plan provisions.

9.             Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Germany (excluding its conflict of laws rules).

Participant must affirmatively accept the Agreement (including this Notice and Appendix) by signing the Agreement and emailing the same back to [insert name and email address] by [insert] (the “Acceptance Deadline”).

COMPANY:

G2K Group GmbH

By:

Name:
Title:	Managing Director
Date:

PARTICIPANT

Signature:

Name:

Date:

6 

EX-5.1

Exhibit 5.1

  Baker & McKenzie LLP   800 Capitol Street, Suite 2100
Houston, TX 77002
United States   Tel: +1 713 427 5000 Fax: +1 713 427 5099 www.bakermckenzie.com

Asia Pacific

Bangkok

Beijing

Brisbane

Hanoi

Ho Chi Minh City

Hong Kong

Jakarta

Kuala Lumpur*

Manila*

Melbourne

Seoul

Shanghai

Singapore

Sydney

Taipei

Tokyo

Yangon

Europe, Middle East
& Africa

Abu Dhabi

Almaty

Amsterdam

Antwerp

Bahrain

Barcelona

Berlin

Brussels

Budapest

Cairo

Casablanca

Doha

Dubai

Dusseldorf

Frankfurt/Main

Geneva

Istanbul

Jeddah*

Johannesburg

Kyiv

London

Luxembourg

Madrid

Milan

Munich

Paris

Prague

Riyadh*

Rome

Stockholm

Vienna

Warsaw

Zurich

The Americas

Bogota

Brasilia**

Buenos Aires

Caracas

Chicago

Dallas

Guadalajara

Houston

Juarez

Lima

Los Angeles

Mexico City

Miami

Monterrey

New York

Palo Alto

Porto Alegre**

Rio de Janeiro**

San Francisco

Santiago

Sao Paulo**

Tijuana

Toronto

Washington, DC

* Associated Firm

** In cooperation with

Trench, Rossi e Watanabe

Advogados

July 18, 2023

ServiceNow, Inc.
2225 Lawson Lane
Santa Clara, California 95054

Re: ServiceNow, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel for ServiceNow, Inc., a Delaware corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-8 filed on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 15,079 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The Shares subject to the Registration Statement are to be issued pursuant to the assumption of outstanding equity awards granted under the G2K Group GmbH 2023 Restricted Stock Unit Plan (the “Plan”).

We have examined originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Restated Certificate of Incorporation of the Company, as amended and supplemented to date, (iii) the Restated Bylaws of the Company, as amended to date, (iv) the corporate proceedings with respect to the filing of the Registration Statement, (v) the corporate proceedings taken with respect to the sale and issuance of the Shares under the Plan, and (vi) such other corporate records, agreements, documents and instruments and certificates or comparable documents of public officials and officers and representatives of the Company as we have deemed necessary or appropriate for the expression of the opinions contained herein. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.

Based upon and subject to the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued, delivered and paid for in accordance with the Plan, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware and the federal securities laws of the United States of America.

Baker & McKenzie LLP is a member of Baker & McKenzie International.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

Best regards,

/s/ Baker & McKenzie LLP

BAKER & MCKENZIE LLP

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ServiceNow, Inc. of our report dated January 30, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in ServiceNow, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP

San Jose, California

July 17, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

ServiceNow, Inc.

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities

Security Type	Security Class Title(1)	Fee Calculation Rule	Amount Registered(2)	Proposed Maximum Offering Price Per Unit(3)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee(4)
Equity	Common stock, par value $0.001 per share, issuable in respect of assumed restricted stock units under the G2K Group GmbH 2023 Restricted Stock Unit Plan	Rule 457(c) and Rule 457(h)	15,079	$	580.13125	$	8,747,799.12	$	0.00011020	$	964.01
Total Offering Amounts			15,079			$	8,747,799.12			$	964.01
Total Fee Offsets											–
Net Fee Due										$	964.01

(1)	This Registration Statement (the “Registration Statement”) registers the issuance of the common stock of ServiceNow, Inc. (the “Registrant”), par value $0.001 (the “Common Stock”) issuable pursuant to restricted stock units assumed by the Registrant as a result of the consummation of the transaction contemplated by the Share Purchase Agreement, dated as of May 11, 2023, by and among the Registrant, ServiceNow Delaware LLC and the Shareholders of G2K Group GmbH.
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued as a result of stock splits, stock dividends or similar transactions.
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h), based on the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on July 14th, 2023.
(4)	Rounded to the nearest penny.