Endurance International Group Holdings, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 8th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between , a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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Endurance International Group Holdings, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • November 17th, 2014 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives” or “you”), an aggregate of 3,000,000 shares of common stock, par value $0.0001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 10,000,000 shares of Stock and, at the election of the Underwriters, up to 1,950,000 additional shares of Stock. The aggregate of 13,000,000 shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,950,000 additional shares of Stock to be sold by the Selling

Endurance International Group Holdings, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • October 23rd, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives” or “you”), an aggregate of shares of common stock, par value $0.0001 per share (“Stock”), of the Company, and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares of Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of additional shares of Stock to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

AGREEMENT AND PLAN OF MERGER by and among ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC., RAZORBACK TECHNOLOGY, INC. and RAZORBACK TECHNOLOGY INTERMEDIATE HOLDINGS, INC. Dated as of November 1, 2020
Agreement and Plan of Merger • November 2nd, 2020 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 1st day of November, 2020, by and among Razorback Technology Intermediate Holdings, Inc., a Delaware corporation (the “Parent”), Razorback Technology, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2012, among WP EXPEDITION HOLDINGS L.P., as Holdings, EIG INVESTORS CORP., as Borrower, The Lenders Party Hereto and CREDIT SUISSE AG, as Administrative Agent CREDIT SUISSE...
Credit Agreement • September 13th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 9, 2012 (this “Agreement”), among WP EXPEDITION HOLDINGS L.P., a Delaware limited partnership (“Initial Holdings”), EIG INVESTORS CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto and CREDIT SUISSE AG, as Administrative Agent.

Common Stock, par value $0.0001 per share Underwriting Agreement
Underwriting Agreement • March 10th, 2015 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

The stockholders of Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Underwriter” or “you”), an aggregate of 12,000,000 shares of common stock, par value $0.0001 per share (“Stock”), of the Company and, at the election of the Underwriter, up to 1,800,000 additional shares of Stock. The aggregate of 12,000,000 shares of Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,800,000 additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”.

AGREEMENT AND PLAN OF MERGER by and among CONSTANT CONTACT, INC., ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. and PAINTBRUSH ACQUISITION CORPORATION OCTOBER 30, 2015
Agreement and Plan of Merger • November 2nd, 2015 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated October 30, 2015, is entered into by and among Constant Contact, Inc., a Delaware corporation (the “Company”), Endurance International Group Holdings, Inc., a Delaware corporation (“Parent”), and Paintbrush Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 3rd, 2017 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Indemnification Agreement ("Agreement") is made as of August 22, 2017 by and between Endurance International Group Holdings, Inc., a Delaware corporation (the "Company"), and Jeffrey H. Fox ("Indemnitee").

AMENDED AND RESTATED INTERCREDITOR AGREEMENT among WP EXPEDITION L.P., EIG INVESTORS CORP., the other Grantors party hereto, CREDIT SUISSE AG, as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties, CREDIT SUISSE AG, as...
Intercreditor Agreement • September 13th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of November 9, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among WP EXPEDITION HOLDINGS L.P., a Delaware limited partnership (“Holdings”), EIG INVESTORS CORP., a Delaware corporation (the “Company”), the other Grantors (as defined below) from time to time party hereto, CREDIT SUISSE AG (“Credit Suisse”), as Representative for the Credit Agreement Secured Parties (in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, as Representative for the Initial Second Priority Debt Parties (in such capacity and together with its successors in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.09.

EMPLOYMENT AGREEMENT
Employment Agreement • August 6th, 2020 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Massachusetts

EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of May 19, 2020 by and between Endurance International Group Holdings, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”) and Kimberly S. Simone (the “Executive”).

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. Stock Option Agreement Amended and Restated 2013 Stock Incentive Plan
Stock Option Agreement • August 2nd, 2018 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Stock Option Agreement (this “Agreement”) is made between Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), and the Participant.

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 28th, 2014 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Restricted Stock Unit Agreement (this “Agreement”) is made as of the Agreement Date between Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), and the Recipient.

AMENDED AND RESTATED MASTER GUARANTEE AGREEMENT dated as of November 25, 2013 among ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC., EIG INVESTORS CORP., THE OTHER GUARANTORS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent
Master Guarantee Agreement • February 28th, 2014 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

AMENDED AND RESTATED MASTER GUARANTEE AGREEMENT dated as of November 25, 2013 (this “Agreement”), among ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC., (formerly WP Expedition Holdings L.P.), EIG INVESTORS CORP., the other GUARANTORS from time to time party hereto and CREDIT SUISSE AG, as Administrative Agent, on behalf of itself and the other Guaranteed Parties.

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. Restricted Stock Unit Agreement Amended and Restated 2013 Stock Incentive Plan
Restricted Stock Unit Agreement • August 2nd, 2018 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Restricted Stock Unit Agreement (this “Agreement”) is made between Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), and the Recipient.

VOTING AGREEMENT
Contemplated by Voting Agreement • November 2nd, 2015 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2015 by and between Endurance International Group Holdings, Inc., a Delaware corporation (“Parent”), and the undersigned stockholders of Constant Contact, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. Performance-Based Restricted Stock Agreement
Restricted Stock Agreement • September 21st, 2015 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Restricted Stock Agreement (this “Agreement”) is made as of the Agreement Date between Endurance International Group Holdings, Inc. and the Recipient.

Contract
Credit Agreement • February 10th, 2016 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

INCREMENTAL TERM LOAN AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 9, 2016 (this “Amendment”), is made and entered into by and among Endurance International Group Holdings, Inc., a Delaware corporation (“Holdings”), EIG Investors Corp., a Delaware corporation (the “Borrower”), each of the entities listed under the caption “Incremental Term Loan Amendment Lenders” on the signature pages hereto (each, an “Incremental Term Loan Amendment Lender” and, collectively, the “Incremental Term Loan Amendment Lenders”), Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), and, for purposes of Sections 7 and 9 hereof only, the other Loan Parties party hereto.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2013, among ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC., as Holdings, EIG INVESTORS CORP., as Borrower, The Lenders Party Hereto and CREDIT SUISSE AG, as Administrative Agent CREDIT...
Intercreditor Agreement • February 28th, 2014 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2013 (this “Agreement”), among ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC., a Delaware corporation (formerly WP Expedition Holdings L.P., a Delaware limited partnership) (“Holdings”), EIG INVESTORS CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto and CREDIT SUISSE AG, as Administrative Agent.

Contract
Credit Agreement • February 10th, 2016 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

REVOLVING FACILITY AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 9, 2016 (this “Amendment”), is made and entered into by and among Endurance International Group Holdings, Inc., a Delaware corporation (“Holdings”), EIG Investors Corp., a Delaware corporation (the “Borrower”), each of the entities listed under the caption “Revolving Facility Increase Lenders” on the signature pages hereto (each, a “Revolving Facility Increase Lender” and, collectively, the “Revolving Facility Increase Lenders”), each of the entities listed under the caption “Refinancing Revolving Facility Lenders” on the signature pages hereto (each, a “Refinancing Revolving Facility Lenders”, collectively, the “Refinancing Revolving Facility Lenders”, and, together with the Revolving Facility Increase Lenders, the “Revolving Facility Amendment Lenders”), Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) and issuing bank (in suc

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. Form of Nonstatutory Stock Option Agreement Constant Contact, Inc. Second Amended and Restated 2011 Stock Incentive Plan
Agreement • August 8th, 2016 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware
MASTER SERVICE AGREEMENT
Network Services Agreement • May 9th, 2014 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Utah

THIS MASTER SERVICE AGREEMENT (“MSA”) is effective January 1, 2014 (the “Effective Date”) by and between Ace Data Centers, Inc., a Utah corporation (“Licensor”), and The Endurance International Group, Inc., a Delaware corporation (“Licensee”). Licensor and Licensee are also referred to collectively herein as the “Parties” and individually as a “Party.”

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. ACE DATA CENTER MASTER SERVICE AGREEMENT
Center Master Service Agreement • September 9th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software

Ace Data Center, Inc. (hereinafter “ACE”) and The Endurance International Group, Inc. (“Customer”), hereby agree to the following terms and conditions for ACE services to Customer.

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CONSTANT CONTACT, INC. SECOND AMENDED AND RESTATED 2011 STOCK INCENTIVE PLAN
Endurance International Group Holdings, Inc. • February 24th, 2016 • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENT
Restricted Stock Unit Agreement • October 11th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Massachusetts

EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of this 30th day of September, 2013 (the “Effective Date”) by and between Endurance International Group Holdings, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), Hari Ravichandran (the “Executive”) and, solely with respect to Section 6(a) and Section (b) hereof, WP Expedition Topco L.P., a Delaware limited partnership (“Topco” and together with the Executive and the Company, the “Parties”).

MASTER SERVICE AGREEMENT UNITED STATES
Master Service Agreement • February 27th, 2015 • Endurance International Group Holdings, Inc. • Services-prepackaged software • California

This Master Service Agreement (United States) (the “MSA (US)”) is entered into on Nov 28, 2011 (the “Effective Date”) by and between the undersigned customer (“Customer”) and Equinix Operating Co., Inc., for and on behalf of itself or its Affiliates, each of whom may provide Services pursuant to an agreed Order from time to time (and each referred to herein as “Equinix”). Customer and Equinix may be referred to collectively as “Parties” or individually as a “Party”

EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Massachusetts

EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of October 10, 2012 by and between EIG Investors Corp., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the “Company”), Tivanka Ellawala (the “Executive”) and, solely with respect to Section 6 hereof, WP Expedition Topco LLC, a Delaware limited liability company (“Topco” and together with the Executive and the Company, the “Parties”).

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. Restricted Stock Agreement
Restricted Stock Agreement • August 8th, 2016 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Restricted Stock Agreement (this “Agreement”) is made as of the Agreement Date between Endurance International Group Holdings, Inc., a Delaware corporation (the “Company”), and the Recipient.

GROSS LEASE (w/Base Amounts)
Lease • September 9th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Massachusetts

Access Laws: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG WARBURG PINCUS PRIVATE EQUITY X, L.P., WARBURG PINCUS X PARTNERS, L.P., WP EXPEDITION CO-INVEST L.P., GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI PARALLEL, L.P., GS...
Registration Rights Agreement • October 8th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Second Amended and Restated Registration Rights Agreement (the “Agreement”) is made, entered into and effective as of [—], 2013, by and among Warburg Pincus Private Equity X, L.P. (“WPX”), Warburg Pincus X Partners, L.P. (“WPXP” and, together with WPX, “WP”), WP Expedition Co-Invest L.P., a Delaware limited partnership (the “Co-Investment Vehicle”), GS Capital Partners VI Fund (“Goldman Sachs VI Fund”), L.P., GS Capital Partners VI Parallel, L.P. (“Goldman Sachs VI Parallel”), GS Capital Partners VI Offshore Fund, L.P. (“Goldman Sachs VI Offshore”), GS Capital Partners VI GmbH & Co. KG (“Goldman Sachs VI GmbH”), MBD 2011 Holdings, L.P. (“MBD 2011 Holdings”), Bridge Street 2011, L.P. (“Bridge Street 2011”) and Bridge Street 2011 Offshore, L.P. (“Bridge Street Offshore”, and together with Goldman VI Fund, Goldman VI Parallel, Goldman VI Offshore, Goldman Sachs IV GmbH, MBD 2011 Holdings and Bridge Street 2011, “Goldman Sachs”), the investors set forth on Schedule A hereto, and Endur

ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC. Form of Incentive Stock Option Agreement Constant Contact, Inc. Second Amended and Restated 2011 Stock Incentive Plan
Agreement • May 9th, 2016 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware
SECOND LIEN MASTER GUARANTEE AGREEMENT dated as of November 9, 2012, among WP EXPEDITION HOLDINGS L.P., EIG INVESTORS CORP., THE OTHER GUARANTORS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent
Second Lien Master Guarantee Agreement • September 13th, 2013 • Endurance International Group Holdings, Inc. • Services-prepackaged software • New York

SECOND LIEN MASTER GUARANTEE AGREEMENT dated as of November 9, 2012 (this “Agreement”), among WP EXPEDITION HOLDINGS L.P., EIG INVESTORS CORP., the other GUARANTORS from time to time party hereto and CREDIT SUISSE AG, as Administrative Agent, on behalf of itself and the other Guaranteed Parties (in such capacity, the (“Administrative Agent”).

FIFTH AMENDMENT TO LEASE
Lease • May 9th, 2017 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Massachusetts

This Fifth Amendment to Lease (this “Amendment”) is made as of January 26, 2017 (the “Fifth Amendment Effective Date”) by and between BURLINGTON CENTRE OWNER LLC, a Delaware limited liability company (“Landlord”), and THE ENDURANCE INTERNATIONAL GROUP, INC., a Delaware corporation (“Tenant”).

FOURTH AMENDMENT TO DATACENTER LEASE
Datacenter Lease • August 6th, 2020 • Endurance International Group Holdings, Inc. • Services-prepackaged software

THIS FOURTH AMENDMENT TO DATACENTER LEASE (this “Fourth Amendment”) is made and entered into as of (but not necessarily on) the latest date of execution shown on the signature page hereto (the “4A Effective Date”), by and between DIGITAL 55 MIDDLESEX, LLC, a Delaware limited liability company (“Landlord”), and CONSTANT CONTACT, INC., a Delaware corporation (“Tenant”).

Restricted Stock Unit Agreement Amended and Restated 2013 Stock Incentive Plan
Restricted Stock Unit Agreement • November 3rd, 2017 • Endurance International Group Holdings, Inc. • Services-prepackaged software • Delaware

This Restricted Stock Unit Agreement (this "Agreement") is made between Endurance International Group Holdings, Inc., a Delaware corporation (the "Company"), and the Recipient.

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