CARBONITE, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of January 9, 2015Rights Agreement • January 9th, 2015 • Carbonite Inc • Services-computer processing & data preparation • Delaware
RIGHTS AGREEMENT, dated as of January 9, 2015 (the “Agreement”), by and between CARBONITE, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as rights agent (the “Rights Agent”).
5,463,237 Shares Carbonite, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2018 • Carbonite Inc • Services-computer processing & data preparation • New York
Carbonite, Inc., a Delaware corporation (the “Company”), and the David Friend 2009 Revocable Trust (the “Selling Stockholder”), propose to sell an aggregate of 5,463,237 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 5,463,237 shares of the Firm Stock, 4,765,157 are being sold by the Company and 698,080 are being sold by the Selling Stockholder. In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 819,485 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholder by the Underwriters.
CARBONITE, INC., as Issuer AND as Trustee INDENTURE Dated as of April 4, 2017Carbonite Inc • April 4th, 2017 • Services-computer processing & data preparation • New York
INDENTURE dated as of April 4, 2017 between Carbonite, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and U.S. Bank National Association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
CREDIT AGREEMENT Dated as of March 26, 2019 amongCredit Agreement • March 27th, 2019 • Carbonite Inc • Services-computer processing & data preparation • Delaware
Credit Agreement, dated as of March 26, 2019, among Carbonite, Inc., a corporation organized under the laws of Delaware (the “Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), the Letter of Credit Issuers from time to time party hereto and Barclays Bank PLC, as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2011 • Carbonite Inc • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of ____________, 2011 by and between Carbonite, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
130,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENTCredit Agreement • March 19th, 2018 • Carbonite Inc • Services-computer processing & data preparation • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of March 19, 2018, is entered into by and among, CARBONITE, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).
CARBONITE, INC. and as Trustee Guaranteed to the extent set forth therein by the Guarantors named herein. INDENTURE dated as ofCarbonite Inc • June 1st, 2018 • Services-computer processing & data preparation • New York
INDENTURE dated as [●] of by and among CARBONITE, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule 1 hereto (the “Guarantors”) and , as trustee (the “Trustee”).
CARBONITE, INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2011 • Carbonite Inc • Services-computer processing & data preparation • New York
CARBONITE, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee Guaranteed to the extent set forth therein by the Guarantors named herein. INDENTURE dated as ofCarbonite Inc • November 19th, 2013 • Services-computer processing & data preparation • New York
INDENTURE dated as [—] of by and among CARBONITE, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule 1 hereto (the “Guarantors”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as trustee (the “Trustee”).
April 27, 2007 Andrew P. Keenan 12 Stop River Road Norfolk, MA 02056 Dear Andrew:Carbonite Inc • May 12th, 2011
We are delighted to offer you a position at Carbonite and hope you’ll decide to join us. This Offer and Employment Agreement confirms the terms of our offer and your employment:
SEVERANCE AGREEMENTSeverance Agreement • May 12th, 2011 • Carbonite Inc • Massachusetts
THIS SEVERANCE AGREEMENT (the “Agreement”), dated and effective as of May 3, 2011, is by and between Carbonite, Inc., a Delaware corporation (the “Company”), and David Friend (the “Employee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2016 • Carbonite Inc • Services-computer processing & data preparation • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of July 25, 2016 by and among CARBONITE, INC. (the “Borrower”), the Lenders party thereto from time to time, the lenders listed on the signature pages hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). All capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Credit Agreement.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 26th, 2019 • Carbonite Inc • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 24, 2019 (this “Supplemental Indenture”), by and between Carbonite, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), supplements the Indenture dated April 4, 2017 (the “Indenture”), between the Company and the Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2017 • Carbonite Inc • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2017, by and among Carbonite, Inc., a Delaware corporation (the “Company”) and Vero Parent, Inc., a Delaware corporation (“Investor”).
CARBONITE, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 12th, 2011 • Carbonite Inc • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of May 11, 2011, by and between COMERICA BANK (“Bank”) and CARBONITE, INC., a Delaware corporation (“Borrower”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 5th, 2014 • Carbonite Inc • Services-computer processing & data preparation
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of August 30, 2013, by and between COMERICA BANK (“Bank”) and CARBONITE, INC., a Delaware corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 7, 2019 BY AND AMONG CARBONITE, INC., MATTERHORN ACQUISITIONS, INC., WEBROOT INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS REPRESENTATIVEAgreement and Plan of Merger • March 27th, 2019 • Carbonite Inc • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 7, 2019 by and among Carbonite, Inc. a Delaware corporation (“Purchaser”), Matterhorn Acquisitions, Inc., a Delaware corporation and a wholly owned Subsidiary of Purchaser (“Merger Sub”), Webroot Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (“Representative”), solely in its capacity as agent for the Equityholders. Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I. Purchaser, Merger Sub, the Company and Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
December 12, 2014 Share Purchase Agreement relating to all shares in MailStore Software GmbHShare Purchase Agreement • December 15th, 2014 • Carbonite Inc • Services-computer processing & data preparation
(the Sellers and the Purchaser and any other person who becomes a party to this Agreement are together referred to as the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 4th, 2014 • Carbonite Inc • Services-computer processing & data preparation • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2014, by and between Carbonite, Inc. (the “Company”) and Mohamad Ali (“Executive”). This Agreement supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to the subject matter hereof.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 12th, 2011 • Carbonite Inc • Delaware
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 24, 2009, by and among Carbonite, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).
FIRST AMENDMENT TO TURN KEY DATACENTER LEASETurn Key Datacenter Lease • March 8th, 2016 • Carbonite Inc • Services-computer processing & data preparation
THIS FIRST AMENDMENT TO TURN KEY DATACENTER LEASE (this “Amendment”) is made and entered into as of the latest date of execution as shown on the signature page hereof (the “1A Effective Date”), by and between DIGITAL PHOENIX VAN BUREN, LLC, a Delaware limited liability company (“Landlord”), and CARBONITE, INC., a Delaware corporation (“Tenant”).
CARBONITE, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • June 4th, 2014 • Carbonite Inc • Services-computer processing & data preparation • Delaware
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 19th, 2012 • Carbonite Inc • Services-computer processing & data preparation
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of August 30, 2012, by and between COMERICA BANK (“Bank”) and CARBONITE, INC., a Delaware corporation (“Borrower”).
CHANDLER, ARIZONA TURN KEY DATACENTER LEASE Between DIGITAL 2121 SOUTH PRICE, LLC a Delaware limited liability company as Landlord and CARBONITE, INC., a Delaware corporation as Tenant Dated December 31, 2013Turn Key Datacenter Lease • March 5th, 2014 • Carbonite Inc • Services-computer processing & data preparation
EMPLOYMENT AGREEMENTEmployment Agreement • January 9th, 2015 • Carbonite Inc • Services-computer processing & data preparation • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated and effective as of January 8, 2015, is by and between Carbonite, Inc., a Delaware corporation (the “Company”), and David Friend.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • June 4th, 2018 • Carbonite Inc • Services-computer processing & data preparation
As previously disclosed, on February 12, 2018, Carbonite, Inc. (the "Company") entered into a definitive Master Acquisition Agreement ("Acquisition Agreement") with EMC Corporation (“EMC”), Mozy, Inc. ("Mozy") and Dell Technologies, Inc. Pursuant to the Acquisition Agreement, on March 19, 2018, the Company completed the acquisition of all of the issued and outstanding capital stock of Mozy. The following unaudited pro forma condensed combined financial information and related notes combine the historical financial statements of Carbonite and Mozy.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 27th, 2015 • Carbonite Inc • Services-computer processing & data preparation • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of May 22, 2015 by and among CARBONITE, INC. (the “Borrower”), the Lenders party thereto from time to time, the lenders listed on the signature pages hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). All capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Credit Agreement.
FIRST AMENDMENT TO COLOCATION/INTERCONNECTION LICENCECarbonite Inc • May 12th, 2011
This First Amendment to Colocation/Interconnection License (hereinafter referred to as the “First Amendment”) is made as of the 31 day of October 2006, by and between Markley Boston, LLC (“Licensor”) and CARBONITE, INC. (“Licensee”)
COLOCATION/INTERCONNECTION LICENSE ONE SUMMER STREET MARKLEY BOSTON, LLC, a Delaware Limited Liability Company as Licensor, and CARBONITE, INC., a Delaware Corporation as LicenseeCarbonite Inc • May 12th, 2011 • Massachusetts
This Data Center/Technology License (the “License”), dated as of the date set forth in Item 1 of the Summary of Basic License Information (the “Summary”), below, is made by and between MARKLEY BOSTON, LLC, a Delaware Limited Liability Company (“Licensor”), and CARBONITE, INC., a Delaware Corporation (“Licensee”).
Office Lease by Trustees of Church Realty Trust, Landlord to Carbonite, Inc. Tenant of Premises which are the 14th and 15th floors of Boston, Massachusetts Dated as of: June 25, 2009 This cover page is for identification only and is not part of the Lease.Carbonite Inc • May 12th, 2011
LEASE by Barbara F. Burley, Harley L. Gates, and Robert A. Herlinger, as they are all of the Trustees of Church Realty Trust and Carbonite, Inc., as each is further described below, dated as of June 25, 2009:
AGREEMENT AND PLAN OF MERGER by and among CARBONITE, INC., PROJECT ACADIA MERGER SUB, INC., ZMANDA, INC., and THE REPRESENTATIVE NAMED HEREINAgreement and Plan of Merger • October 18th, 2012 • Carbonite Inc • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made as of the 17th day of October, 2012 by and among Carbonite, Inc., a Delaware corporation (the “Parent”), Project Acadia Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger Sub”), Zmanda, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as representative of the Company Holders (the “Representative”).
INDENTURE OF LEASE BY AND BETWEEN ABBEY LAFAYETTE OPERATING LLC (“LANDLORD”) AND CARBONITE, INC. (“TENANT”) LAFAYETTE CITY CENTER Two Avenue de Lafayette Boston, MassachusettsIndenture of Lease • May 6th, 2014 • Carbonite Inc • Services-computer processing & data preparation • Massachusetts
The following terms and definitions are hereby incorporated in the Lease, and where used and as the initial letter(s) are capitalized herein, are intended to refer to the specific terms and definitions set forth below and as further set forth in Article I hereof and otherwise defined throughout:
Internap Master Services AgreementMaster Services Agreement • May 12th, 2011 • Carbonite Inc • New York
WAKEFIELD, MASSACHUSETTS (the “Building”) FIFTH AMENDMENT TO DATACENTER LEASE (“FIFTH AMENDMENT”) Execution Date: February 6, 2014Datacenter Lease • March 5th, 2014 • Carbonite Inc • Services-computer processing & data preparation
[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.
AGREEMENT AND PLAN OF MERGER Dated as of November 10, 2019 among CARBONITE, INC. OPEN TEXT CORPORATION CORAL MERGER SUB INC.Agreement and Plan of Merger • November 12th, 2019 • Carbonite Inc • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 10, 2019, among Carbonite, Inc., a Delaware corporation (the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and Coral Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
