EVERBRIDGE, INC. (a Delaware corporation) 2,300,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 17th, 2019 • Everbridge, Inc. • Services-prepackaged software • New York
Everbridge, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC (together, the “Representatives”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock, par value $0.001 per share of the Company (“Common Stock”) set forth in Schedule A hereto (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 345,000 additional shares of Common Stock (the “Option Securities” and, together with the Initial Securities, th
EVERBRIDGE, INC., Issuer AND U.S. Bank National Association, Trustee INDENTURE Dated as of November 20, 2017 Debt SecuritiesIndenture • November 20th, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of November 20, 2017, among EVERBRIDGE, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”):
EVERBRIDGE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 11, 2021 0% Convertible Senior Notes due 2026Indenture • March 11th, 2021 • Everbridge, Inc. • Services-prepackaged software • New York
INDENTURE dated as of March 11, 2021 between EVERBRIDGE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
EVERBRIDGE, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • October 3rd, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between EVERBRIDGE, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
March [__], 2021 From: [Dealer]1 To: Everbridge, Inc.Everbridge, Inc. • March 11th, 2021 • Services-prepackaged software
EVERBRIDGE, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • January 19th, 2022 • Everbridge, Inc. • Services-prepackaged software • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EVERBRIDGE, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
EVERBRIDGE, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • January 19th, 2022 • Everbridge, Inc. • Services-prepackaged software • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EVERBRIDGE, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
EVERBIDGE, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENTSecurities Warrant Agreement • January 19th, 2022 • Everbridge, Inc. • Services-prepackaged software • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between EVERBRIDGE, INC., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
●] Shares EVERBRIDGE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
INDEMNITY AGREEMENTIndemnity Agreement • April 15th, 2016 • Everbridge, Inc. • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 20 , between Everbridge, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among PROJECT EMERSON PARENT, LLC, PROJECT EMERSON MERGER SUB, INC. and EVERBRIDGE, INC. Dated February 29, 2024Agreement and Plan of Merger • March 1st, 2024 • Everbridge, Inc. • Services-prepackaged software • Delaware
This amended and restated agreement and plan of merger (this “Agreement”) is dated February 29, 2024, and is among Project Emerson Parent, LLC, a Delaware limited liability company (“Parent”), Project Emerson Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Everbridge, Inc., a Delaware corporation (the “Company”), and amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Agreement”), dated as of February 4, 2024, among Parent, Merger Sub and the Company. Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
July 26, 2012Letter Agreement • August 19th, 2016 • Everbridge, Inc. • Services-prepackaged software • Massachusetts
This letter agreement (this “Agreement”) will set forth the terms of your “at-will” employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company.
EVERBRIDGE, INC. (a Delaware corporation) 650,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
Everbridge, Inc., a Delaware corporation (the “Company”), and Jaime Ellertson (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Credit Suisse Securities (USA) LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholder and the purchase by the Underwriters of an aggregate of 650,000 shares (the “Initial Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and (ii) the grant by the Selling Shareholder to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 97,500 additional shares of Common Stock (the “Option Securi
LEASE AGREEMENT By and Between PR 155 NORTH LAKE, LLC, a Delaware limited liability company ("Landlord")Lease Agreement • March 1st, 2019 • Everbridge, Inc. • Services-prepackaged software • California
THIS LEASE AGREEMENT, (this "Lease") is made and entered into as of April 26, 2018, by and between PR 155 NORTH LAKE, LLC, a Delaware limited liability company ("Landlord"), and Tenant identified in the Basic Lease Information below.
EVERBRIDGE, INC. BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2016 • Everbridge, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT is entered into as of June 30, 2015, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and EVERBRIDGE, INC. (“Borrower”).
December 16, 2022Letter Agreement • May 9th, 2023 • Everbridge, Inc. • Services-prepackaged software • Massachusetts
This letter agreement (this “Agreement”) will set forth the terms of your “at-will” term employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company as of the Commencement Date referenced below. Your new role shall commence on December 30, 2022 (the “Commencement Date”),unless you and the Company mutually agree on an alternative date.
October 28, 2016Letter Agreement • March 23rd, 2017 • Everbridge, Inc. • Services-prepackaged software • Massachusetts
This letter agreement (this “Agreement”) will set forth the terms of your “at-will” employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company. Your new role shall commence on November 14, 2016 (the “Commencement Date”), unless you and the Company mutually agree on an alternative date.
EVERBRIDGE, INC. BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 4th, 2016 • Everbridge, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT is entered into as of June 30, 2015, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and EVERBRIDGE, INC. (“Borrower”).
Release AgreementRelease Agreement • February 27th, 2024 • Everbridge, Inc. • Services-prepackaged software
This Release Agreement (“Release” or “Agreement”) is made as of February 4, 2024, by and between Patrick Brickley (“you”) and Everbridge, Inc. (the “Company”). A copy of this Release, substantially in the form contained herein, is an attachment to the Employment Agreement between the Company and you dated February 4, 2019 (the “Employment Agreement”). Capitalized terms not defined in this Agreement carry the definition found in the Employment Agreement.
EVERBRIDGE, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT September 9, 2011Investor Rights Agreement • September 6th, 2016 • Everbridge, Inc. • Services-prepackaged software • Delaware
THIS THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of September 9, 2011, by and among Everbridge, Inc., a Delaware corporation (the “Company”), and the Effective Time Holders listed on the attached Exhibit A. The Effective Time Holders and Prior Investors are collectively herein referred to as the “Investors.”
Re: Amendment to Terms of Employment (“Amendment”)Everbridge, Inc. • July 20th, 2018 • Services-prepackaged software
This letter amends and supplements the terms of your employment agreement with Everbridge, Inc. (the “Company”) dated February 14, 2018 (the “Agreement”). Capitalized terms used without definition herein shall have the meaning assigned to such terms in the Agreement.
THIRD AMENDMENT TO LEASELease • February 24th, 2023 • Everbridge, Inc. • Services-prepackaged software
This THIRD AMENDMENT TO LEASE (this “Amendment”) is made as of the 15th day of November, 2022 (the “Amendment Effective Date”), between 25 CORPORATE DRIVE, LLC, a Delaware limited liability company having an address at One Market Plaza, Steuart Tower, Suite 1050, San Francisco, California 94105, as landlord (“Landlord”), and EVERBRIDGE, INC., a Delaware corporation, having an address at 25 Corporate Drive, Burlington, Massachusetts 01803, as tenant (“Tenant”).
August 19, 2019August • November 8th, 2019 • Everbridge, Inc. • Services-prepackaged software • Colorado
This letter agreement (this “Agreement”) will set forth the terms of your “at-will” term employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company as of the Commencement Date referenced below. Your new role shall commence on September 4, 2019 (the “Commencement Date”), unless you and the Company mutually agree on an alternative date.
February 25, 2021 Mr. Jaime Ellertson Address Address Re:Amended and Restated Letter Agreement Dear Jaime:Everbridge, Inc. • February 26th, 2021 • Services-prepackaged software • Massachusetts
This letter amends and restates the terms of your employment agreement with Everbridge, Inc. (the “Company”) dated July 26, 2012 (the “Agreement”). Capitalized terms used without definition herein shall have the meaning assigned to such terms in the Agreement.
FIRST AMENDMENT TO LEASELease • March 1st, 2019 • Everbridge, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) dated as of February 6, 2018, is made by and between 25 Corporate Drive, LLC, a Delaware limited liability company (“Landlord”), and Everbridge, Inc., a Delaware corporation (“Tenant”).
STRICTLY CONFIDENTIAL Transaction Agreement BETWEEN UNIFIED MESSAGING SYSTEMS ASA AND EVERBRIDGE HOLDINGS LIMITED EVERBRIDGE, INC.Transaction Agreement • February 20th, 2018 • Everbridge, Inc. • Services-prepackaged software
Unaudited Condensed Pro Forma Combined Financial InformationForma Combined Financial Information • October 11th, 2019 • Everbridge, Inc. • Services-prepackaged software
On July 29, 2019, Everbridge, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with NC4 Inc. and NC4 Public Sector LLC, and Celerium Group Inc. (the “Seller”), pursuant to which the Company purchased all of the outstanding membership interests of NC4 Inc. and NC4 Public Sector (collectively “NC4”) for total consideration of approximately $84.6 million. The Company paid approximately $51.7 million in cash at closing from the Company’s cash and cash equivalents, which is subject to certain post-closing net working capital adjustments provided for in the Purchase Agreement. The remaining purchase price was paid with 320,998 newly issued shares of the Company’s common stock. On August 1, 2019, the Acquisition was consummated pursuant to the Purchase Agreement, except the transfer of the NC4 Public Sector business which was consummated on September 30, 2019. The other terms of the acquisition are set forth in the Purchase Agreement, which
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 31st, 2017 • Everbridge, Inc. • Services-prepackaged software • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of January 27, 2017 by and among IDV Solutions, LLC, a Michigan limited liability company (the “Company”), Everbridge, Inc., a Delaware corporation (“Buyer”), and the members of the Company listed on Schedule A attached hereto (“Sellers”).
May 25, 2019Letter Agreement • June 18th, 2019 • Everbridge, Inc. • Services-prepackaged software • Massachusetts
This letter agreement (this “Agreement”) will set forth the terms of your employment relationship with Everbridge, Inc., and/or any present or future parent, subsidiary or affiliate thereof (collectively, the “Company”). This Agreement hereby supersedes any and all previous agreements relating to your employment relationship with the Company. The terms of your position with the Company are as set forth below and will be effective only upon, and subject to, the signing of this Agreement and any other agreements or documentation required hereunder, by you and the Company as of the Commencement Date referenced below. Your new role shall commence on July 15, 2019 (the “Commencement Date”), unless you and the Company mutually agree on an alternative date.
LEASE 500 NORTH BRAND BOULEVARD Between EVERBRIDGE, INC., a Delaware corporation (Tenant) and SPUSV5 500 BRAND, LP, a Delaware limited partnership (Landlord)Lease • April 15th, 2016 • Everbridge, Inc. • Services-prepackaged software • California
THIS LEASE (the “Lease”) is made as of September 24, 2012 between SPUSV5 500 BRAND, LP, a Delaware limited partnership (the “Landlord”) and the Tenant as named in the Schedule below. The term “Building” means the building located at 500 North Brand Blvd., Glendale, California. The term “Project” means the Building, the building located at 520 North Brand Blvd. and the parking structure for the two aforementioned buildings. The term “Premises” means that part of the Project leased to Tenant described in the Schedule and outlined on Appendix A.
EVERBRIDGE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 20, 2017 to INDENTURE Dated as of November 20, 2017 1.50% Convertible Senior Notes due 2022First Supplemental Indenture • November 20th, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
FIRST SUPPLEMENTAL INDENTURE dated as of November 20, 2017 (this “Supplemental Indenture”) between Everbridge, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture, dated as of November 20, 2017, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
LOAN AND SECURITY MODIFICATION AGREEMENTLoan and Security Modification Agreement • August 9th, 2018 • Everbridge, Inc. • Services-prepackaged software
This Loan and Security Modification Agreement is entered into as of June 27, 2018 by and between EVERBRIDGE, INC. (“Parent”) and WESTERN ALLIANCE BANK (“Bank”). Parent is also referred to herein as “Borrower”.
SUBLEASESublease • April 15th, 2016 • Everbridge, Inc. • Services-prepackaged software • California
THIS SUBLEASE (“Sublease”) is made and entered into as of March 30, 2016, by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (“Sublandlord”), and EVERBRIDGE, INC., a Delaware corporation (“Subtenant”).
CONTRACT OF EMPLOYMENTContract of Employment • August 19th, 2016 • Everbridge, Inc. • Services-prepackaged software
EVERBRIDGE, INC. AMENDMENT TOInvestor Rights Agreement • March 12th, 2018 • Everbridge, Inc. • Services-prepackaged software • Delaware
This Amendment to The Third Amended and Restated Investor Rights Agreement (the “Amendment”) is effective as of November 20, 2017, by and among Everbridge, Inc., a Delaware corporation (the “Company”), and the undersigned hereto, pursuant to that certain Third Amended and Restated Investor Rights Agreement, dated as of September 9, 2011 (the “Rights Agreement”), by and among the Company and the Investors (as defined therein). Capitalized terms used in this Amendment and not otherwise defined have the meanings ascribed to them in the Rights Agreement.
