Cyan, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • April 25th, 2013 • Cyan Inc • Services-computer integrated systems design • New York
Cyan, 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 you are acting as representatives (the “Representatives”), an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 per share, of the Company (“Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
CYAN, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [ ], and is between Cyan, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 12th, 2013 • Cyan Inc • Services-computer integrated systems design • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 21, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CYAN, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
8.0% Convertible Senior Secured Notes due 2019Cyan Inc • December 17th, 2014 • Services-computer integrated systems design • New York
INDENTURE dated as of December 12, 2014 between CYAN, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors from time to time party hereto, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 21, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CYAN, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER dated as of May 3, 2015, among CIENA CORPORATION, NEPTUNE ACQUISITION SUBSIDIARY, INC. and CYAN, INC.Agreement and Plan of Merger • May 6th, 2015 • Cyan Inc • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 3, 2015, among CIENA CORPORATION, a Delaware corporation (“Parent”), NEPTUNE ACQUISITION SUBSIDIARY, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”) and CYAN, INC., a Delaware corporation (the “Company”).
SECURITY AND PLEDGE AGREEMENT Dated as of December 12, 2014 among Each Grantor From Time to time Party Hereto and solely in its capacity as the Collateral Agent for the Secured PartiesPatent Security Agreement • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • New York
Page 1. Defined Terms 1 2. Grant of Security 7 3. Security for Secured Obligations 8 4. Grantors Remain Liable 9 5. Representations and Warranties 9 6. Covenants 11 7. Relation to Other Note Documents 15 8. Further Assurances 16 9. the Collateral Agent’s Right to Perform Contracts, Exercise Rights, etc. 17 10. the Collateral Agent Appointed Attorney-in-Fact 17 11. the Collateral Agent May Perform 18 12. the Collateral Agent’s Duties 18 13. Collection of Accounts, General Intangibles and Negotiable Collateral 18 14. Disposition of Pledged Interests by the Collateral Agent 18 15. Voting and Other Rights in Respect of Pledged Interests 19 16. Remedies 19 17. Remedies Cumulative 20 18. Marshaling 20 19. Indemnity and Expenses 21 20. Merger, Amendments; Etc. 21 21. Addresses for Notices 21 22. Continuing Security Interest; Releases and Assignments 21 23. Governing Law 22 24. the Collateral Agent 22 25. Miscellaneous 22 26. Post-Closing Matters 23
CYAN, INC. NON-U.S. RESTRICTED STOCK UNIT AWARD AGREEMENTEquity Incentive • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • California
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Cyan, Inc. 2013 Equity Incentive Plan (the “Plan”).
Flextronics Manufacturing Services AgreementFlextronics Manufacturing Services Agreement • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • Colorado
This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 22nd day of June 2007 by and between Cyan Optics, Inc. having its place of business at 1390 N. McDowell Blvd., Suite G-327, Petaluma, CA 94954 USA (“Customer”) and Flextronics Telecom Systems Ltd. having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).
VOTING AGREEMENTVoting Agreement • May 6th, 2015 • Cyan Inc • Services-computer integrated systems design • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of May 4, 2015, is made by and between CIENA CORPORATION, a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), of CYAN, INC., a Delaware corporation (the “Company”).
CYAN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 9, 2011Rights Agreement • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made effective as of the 9th day of December, 2011, by and among Cyan, Inc. (formerly Cyan Optics, Inc.), a Delaware corporation (the “Company”), the holders of the Company’s Preferred Stock listed on Exhibit A hereto, each of which are herein referred to individually as an “Investor” and collectively as the “Investors,” and Eric Clelland, Michael Hatfield, Rick Johnston, and Steve West, each of whom is herein referred to as a “Founder.”
REDWOOD BUSINESS CENTER FULL SERVICE LEASE BASIC LEASE INFORMATIONLetter Agreement • December 20th, 2012 • Cyan Inc • Services-computer integrated systems design • California
THIS REDWOOD BUSINESS CENTER FULL SERVICE LEASE (this “Lease”) dated as of April 25, 2007, is entered into by and between REDWOOD TECHNOLOGY CENTER, LLC, a California limited liability company; MARK GARWOOD AND PAULETTE R. GARWOOD 1991 TRUST; ELVIA FERNANDEZ GARWOOD TRUST (UAD) DATED 25 FEBRUARY 1987 and ANDREA G. MAZAR TRUST (“Landlord”), and CYAN OPTICS, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO LEASELease • August 13th, 2013 • Cyan Inc • Services-computer integrated systems design
THIS FIFTH AMENDMENT TO LEASE (this “Amendment”) dated as of July 2, 2013 is entered into between REDWOOD BUSINESS CENTER 1 LLC, a California limited liability company and AMERIVINE TOWN CENTER, LLC, a California limited liability company (collectively, “Landlord”), and CYAN, INC., WHICH WILL DO BUSINESS IN CALIFORNIA AS CYAN CALIFORNIA, a Delaware corporation (“Tenant”).
Continuing GuarantyCyan Inc • November 13th, 2013 • Services-computer integrated systems design
FIRST SUPPLEMENTAL INDENTURE Dated as of April 27, 2015 Among CYAN, INC. THE SUBSIDIARY GUARANTORS, andFirst Supplemental Indenture • May 13th, 2015 • Cyan Inc • Services-computer integrated systems design • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is entered into as of April 27, 2015, among CYAN, INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
CYAN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made effective as of the 12th day of December, 2014, by and among Cyan, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto, each of which are herein referred to individually as an “Investor” and collectively as the “Investors,” and the founders listed on Exhibit B hereto, each of whom is herein referred to as a “Founder” and collectively as the “Founders.” The Founders and the Investors are referred to collectively as the “Holders.”
FIRST AMENDMENT TO LEASELease • August 13th, 2013 • Cyan Inc • Services-computer integrated systems design
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) dated as of July 29, 2013 is entered into between REDWOOD BUSINESS CENTER 1 LLC, a California limited liability company and AMERIVINE TOWN CENTER, LLC, a California limited liability company (collectively, “Landlord”), and CYAN, INC., WHICH WILL DO BUSINESS IN CALIFORNIA AS CYAN CALIFORNIA, a Delaware corporation (“Tenant”).
REDWOOD BUSINESS CENTER FULL SERVICE LEASE BASIC LEASE INFORMATIONLetter Agreement • August 13th, 2013 • Cyan Inc • Services-computer integrated systems design • California
THIS REDWOOD BUSINESS CENTER FULL SERVICE LEASE (this “Lease”) dated as of July 2, 2013, is entered into by and between REDWOOD BUSINESS CENTER 1 LLC, a California limited liability company and AMERIVINE TOWN CENTER, LLC, a California limited liability company (collectively, “Landlord”), and CYAN, INC., a Delaware corporation doing business in California as Cyan California (“Tenant”).
ContractCyan Inc • December 17th, 2014 • Services-computer integrated systems design • New York
THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:
FOURTH AMENDMENT TO LEASELease • August 13th, 2013 • Cyan Inc • Services-computer integrated systems design
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) dated as of March 1, 2013 is entered into between REDWOOD BUSINESS CENTER 1 LLC, a California limited liability company and AMERIVINE TOWN CENTER, LLC, a California limited liability company (collectively, “Landlord”), and CYAN INC., WHICH WILL DO BUSINESS IN CALIFORNIA AS CYAN CALIFORNIA, a Delaware corporation (“Tenant”).
Amended & Restated Master LeaseMaster Lease • November 13th, 2013 • Cyan Inc • Services-computer integrated systems design • Ohio
Windstream Supply LLC, an Ohio limited liability company having its principal place of business located at 4001 Rodney Parham Road, Little Rock, Arkansas 72212.
REDWOOD BUSINESS CENTER FULL SERVICE LEASE BASIC LEASE INFORMATIONLease • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • California
THIS REDWOOD BUSINESS CENTER FULL SERVICE LEASE (this “Lease”) dated as of April 25, 2007, is entered into by and between REDWOOD TECHNOLOGY CENTER, LLC, a California limited liability company; MARK GARWOOD AND PAULETTE R. GARWOOD 1991 TRUST; ELVIA FERNANDEZ GARWOOD TRUST (UAD) DATED 25 FEBRUARY 1987 and ANDREA G. MAZAR TRUST (“Landlord”), and CYAN OPTICS, INC., a Delaware corporation (“Tenant”).
CYAN, INC.Stock Option Award Agreement • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • California
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Cyan, Inc. 2013 Equity Incentive Plan (the “Plan”).
CYAN, INC. NON-U.S. STOCK OPTION AWARD AGREEMENTEquity Incentive • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • California
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Cyan, Inc. 2013 Equity Incentive Plan (the “Plan”).
CYAN, INC. SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • April 4th, 2013 • Cyan Inc • Services-computer integrated systems design • California
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and Cyan, Inc., a Delaware corporation (the “Company”), effective as of , 2013 (the “Effective Date”).
SIXTH AMENDMENT TO LEASELease • August 13th, 2013 • Cyan Inc • Services-computer integrated systems design
THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) dated as of July 29, 2013 is entered into between REDWOOD BUSINESS CENTER 1 LLC, a California limited liability company and AMERIVINE TOWN CENTER, LLC, a California limited liability company (collectively, “Landlord”), and CYAN, INC., WHICH WILL DO BUSINESS IN CALIFORNIA AS CYAN CALIFORNIA, a Delaware corporation (“Tenant”).
PURCHASE AGREEMENTPurchase Agreement • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • New York
aggregate principal amount of the Notes purchased pursuant to this Agreement and the Other Agreements into an escrow account pursuant to an Escrow Agreement, dated on or about December 12, 2014 (the “Escrow Agreement”), by and between the Company and U.S. Bank National Association, to provide for the payment of interest and other amounts on the Notes. The Warrants will be issued pursuant to warrant agreements (each a “Warrant Agreement,” and, collectively, the “Warrant Agreements”), to be dated on or about December 12, 2014, each duly executed by the Company. When executed and delivered, the Indenture and Warrant Agreement will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Placement Memorandum, with customary additional provisions. Capitalized terms used but not defined herein shall have the meanings set forth in the “Description of Notes” and “Description of Warrants” sections of the private placement memorandum, dated December 4, 20
AMENDED & RESTATED MASTER EQUIPMENT LEASE COMMITMENT AGREEMENTMaster Equipment Lease Commitment Agreement • November 13th, 2013 • Cyan Inc • Services-computer integrated systems design • New York
This Amended & Restated Master Equipment Lease Commitment Agreement (the “Agreement”) is entered into by and among Cyan, Inc., a Delaware corporation (the "Lessor"), Windstream Supply, LLC, an Ohio limited liability company (the "Lessee") and Windstream Corporation, a Delaware corporation (the “Guarantor”) effective as of the last date set forth on the signature page hereto (the “Effective Date”). The Lessor, Lessee and Guarantor are referred to collectively as the “Parties.”
