AMENDMENT NO. 1Credit Agreement • August 3rd, 2020 • Mimecast LTD • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of July 23, 2018 (the “Effective Date”) (as it may be amended, modified, restated, or otherwise supplemented from time to time, this “Agreement”), among MIMECAST LIMITED, a public company incorporated in Jersey with registration number 119119 and having its registered office at 22 Grenville Street, St Helier, Jersey JE4 8PX, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
Mimecast Limited Ordinary Shares, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 13th, 2015 • Mimecast LTD • Services-prepackaged software • New York
Mimecast Limited, a limited company incorporated under the laws of Jersey (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 [●] ordinary shares, par value $0.01 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, subject to the terms and conditions stated herein, the Company proposes to sell up to [●] additional Ordinary Shares (the “Company Optional Shares”) and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [●] additional Ordinary Shares (the “Selling Shareholder Optional Shares” and, together with the Company Optional Shares, the “Optional Shares”). The Firm Shares and the Optional Sha
Mimecast Limited Ordinary Shares, par value $0.012 per share Underwriting AgreementUnderwriting Agreement • September 26th, 2016 • Mimecast LTD • Services-prepackaged software • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of Mimecast Limited, a limited company incorporated under the laws of Jersey (the “Company”), propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary shares, par value $0.012 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”) and, at the election of the Underwriters, subject to the terms and conditions stated herein, the Selling Shareholders propose to sell, severally and not jointly, up to [●] additional Ordinary Shares (the “Optional Shares”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
SENIOR INDENTURE MIMECAST LIMITED ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. TRUSTEE Dated as ofMimecast LTD • January 20th, 2017 • Services-prepackaged software • New York
Senior Indenture dated as of between Mimecast Limited, a limited company incorporated under the laws of Jersey (“Company”), Computershare Trust Company, N.A., a national banking association, as trustee (“Trustee”).
Execution versionAuthorised Guarantee Agreement • May 29th, 2019 • Mimecast LTD • Services-prepackaged software
DATED: July 23, 2018 MIMECAST OFFSHORE LIMITED as Grantor and JPMORGAN CHASE BANK, N.A. as Administrative Agent and secured party SECURITY INTEREST AGREEMENT in relation to (i) the capital of each Company (ii) certain contract rights, (iii) certain...Security Interest Agreement • July 24th, 2018 • Mimecast LTD • Services-prepackaged software • Jersey
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 8th, 2020 • Mimecast LTD • Services-prepackaged software • Delaware
THIS DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) is made effective as of the day of , 2020, by and between MIMECAST LIMITED, a public limited company incorporated in Jersey, Channel Islands under number 119119 the registered office of which is 22 Grenville Street, St Helier, Jersey JE4 8PX (“Company”) and (the “Indemnitee”).
and BLUEBUTTON DEVELOPER COMPANY (2012) LIMITED and BLUEBUTTON PROPERTIES UK LIMITED and MIMECAST SERVICES LIMITED and MIMECAST LIMITED AGREEMENT FOR UNDERLEASE of THE 3RD, 4TH AND 5TH FLOORS OF Herbert Smith Freehills LLPAgreement • May 29th, 2018 • Mimecast LTD • Services-prepackaged software
SECOND AMENDMENT TO LEASELease • May 29th, 2018 • Mimecast LTD • Services-prepackaged software
This SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into and effective as of the 26th day of May, 2017 (the “Second Amendment Effective Date”) by and between WHETSTONE RIVERWORKS HOLDINGS, LLC, a Delaware limited liability company, as landlord (“Landlord”), as successor-in-interest to Farley White Aetna Mills, LLC and Riverworks Watertown Holdings, LLC, having an address for purposes hereof at One Market Plaza, Spear Tower, Suite 4125, San Francisco, California 94105, and MIMECAST NORTH AMERICA, INC., a Delaware corporation, as tenant (“Tenant”), having an address for purposes hereof at 480 Pleasant Street, Watertown, Massachusetts 02472.
Name of Optionee: No. of Option Shares: Option Exercise Price per Share: Grant Date: Commencement Date:102 Share Option Agreement for Employees • November 8th, 2018 • Mimecast LTD • Services-prepackaged software
Pursuant to Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), and the Israeli Sub-Plan to the Plan (the “Israeli Sub-Plan”), Mimecast Limited (the “Company”) hereby grants, under the capital gains track of Section 102 of the ITO, to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above, subject to the terms and conditions set forth herein and in the Plan and the Israeli Sub-Plan.
DATED: July 23, 2018 MIMECAST SERVICES LIMITED as Grantor and JPMORGAN CHASE BANK, N.A. as Administrative Agent and secured party SECURITY INTEREST AGREEMENT in relation to contract rights in or pursuant to Loan AgreementsSecurity Interest Agreement • July 24th, 2018 • Mimecast LTD • Services-prepackaged software • Jersey
FIRST AMENDMENT TO LEASELease • November 8th, 2018 • Mimecast LTD • Services-prepackaged software
FIRST AMENDMENT TO LEASE dated as of this __8th__day of August, 2018 by and between 191 SPRING STREET TRUST u/d/t dated May 6, 1985, as the same may have been amended (“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”).
TRANSACTION AGREEMENT by and between MAGNESIUM BIDCO LIMITED and MIMECAST LIMITED December 7, 2021Transaction Agreement • December 7th, 2021 • Mimecast LTD • Services-prepackaged software • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of December 7, 2021, is by and between MAGNESIUM BIDCO LIMITED, a private limited company incorporated in England & Wales (“Buyer”), and MIMECAST LIMITED, a public limited company incorporated under the Laws of the Bailiwick of Jersey (the “Company” and, together with Buyer, the “Parties”).
NON-QUALIFIED SHARE OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE MIMECAST LIMITEDRestricted Share Unit Award Agreement • May 29th, 2018 • Mimecast LTD • Services-prepackaged software • Delaware
Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Mimecast Limited (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Share Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
THIS IS AN IMPORTANT LEGAL DOCUMENT. PLEASE CONFER WITH A LAWYER OR OTHER TRUSTED ADVISOR BEFORE SIGNING THIS DOCUMENT. Transition AgreementTransition Agreement • May 11th, 2021 • Mimecast LTD • Services-prepackaged software • Massachusetts
This Transition Agreement (the “Transition Agreement”) is made as of this 10th day of May 2021 (the “Effective Date”) by and between Mimecast North America, Inc., a corporation organized under the laws of Delaware (together with its affiliated companies, including Mimecast Limited, the “Company”), and Christina Van Houten (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2018 • Mimecast LTD • Services-prepackaged software • Delaware
This Agreement is made and entered into by and between Mimecast North America, Inc. (the “Company”), a Delaware corporation with its principal place of business at Waltham, Massachusetts, and Peter Campbell (the “Executive”) as of June 12, 2015 (the “Effective Date”).
UnderleaseLease • May 26th, 2017 • Mimecast LTD • Services-prepackaged software
LEASE AGREEMENT BETWEEN SP MILLENNIUM CENTER, L.P., AS LANDLORD, AND MIMECAST NORTH AMERICA, INC., AS TENANT DATED JANUARY 4, 2013 URBAN TOWERS 222 WEST LAS COLINAS BOULEVARD IRVING, TEXASLease Agreement • May 26th, 2017 • Mimecast LTD • Services-prepackaged software • Delaware
This Lease Agreement (this “Lease”) is entered into as of the Lease Date between Landlord and Tenant (as each such term is defined in the Basic Lease Information).
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 8th, 2020 • Mimecast LTD • Services-prepackaged software • Delaware
THIS OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made effective as of the day of , , by and between MIMECAST LIMITED, a public limited company incorporated in Jersey, Channel Islands under number 119119 the registered office of which is 22 Grenville Street, St Helier, Jersey JE4 8PX (“Company”) and (the “Indemnitee”).
FIRST AMENDMENT TO LEASELease • May 25th, 2016 • Mimecast LTD • Services-prepackaged software
This FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into and effective as of the 19th day of October, 2015 (the “First Amendment Effective Date”) by and between RIVERWORKS WATERTOWN HOLDINGS, LLC, a Delaware limited liability company, as landlord (“Landlord”), as successor-in-interest to Farley White Aetna Mills, LLC, having an address for purposes hereof at One Market Plaza, Spear Tower, Suite 4125, San Francisco, California 94105, and MIMECAST NORTH AMERICA, INC., a Delaware corporation, as tenant (“Tenant”), having an address for purposes hereof at 480 Pleasant Street, Watertown, Massachusetts 02472.
Employment ContractMimecast LTD • May 22nd, 2020 • Services-prepackaged software
Lease Dated February 17, 2017Work Agreement • May 26th, 2017 • Mimecast LTD • Services-prepackaged software • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at 191 Spring Street, Lexington, Massachusetts 02421.
Mimecast North America, Inc.Mimecast LTD • November 8th, 2018 • Services-prepackaged software
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • July 24th, 2018 • Mimecast LTD • Services-prepackaged software • New York
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of July 23, 2018, is made by ATAATA, INC., a Delaware corporation, and MIMECAST SERVICES LIMITED, a private company incorporated in England and Wales with registration number 4901524, (each, a “Grantor,” and collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
Dated: 18 September 2012 Subscription and Shareholders’ Agreement relating to Mimecast LimitedMimecast LTD • October 16th, 2015 • Services-prepackaged software
RESTRICTED SHARE UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES OUTSIDE THE UNITED STATES UNDER THE MIMECAST LIMITEDRestricted Share Unit Award Agreement • May 22nd, 2020 • Mimecast LTD • Services-prepackaged software • Massachusetts
Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”) and this Restricted Share Unit Award Agreement, including any special terms and conditions for Grantees in the countries set forth in Appendix B hereto (Appendix B, together with Appendix A identified below, and, collectively with the Restricted Share Unit Award Agreement, the “Agreement”), Mimecast Limited (the “Company”) hereby grants an award of the number of Restricted Share Units listed above (an “Award”) to the Grantee named above. Each Restricted Share Unit shall relate to one Ordinary Share of the Company (the “Shares”).
PATENT SECURITY AGREEMENTPatent Security Agreement • July 24th, 2018 • Mimecast LTD • Services-prepackaged software • New York
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of July 23, 2018, is made by MIMECAST SERVICES LIMITED, a private company incorporated in England and Wales with registration number 4901524, (the “Grantor”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2018 • Mimecast LTD • Services-prepackaged software • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made as of the 2nd day of September, 2015 (the “Effective Date”), between Mimecast North America, Inc., a Delaware corporation (the “Company”), and Peter C. Bauer (the “Executive”).
SHARE PURCHASE AGREEMENT by and among MIMECAST SERVICES LIMITED SOLEBIT LABS LTD. THE COMPANY SHAREHOLDERS LISTED ON EXHIBIT A HERETO AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE REPRESENTATIVE JULY 31, 2018Share Purchase Agreement • July 31st, 2018 • Mimecast LTD • Services-prepackaged software • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 31, 2018, by and among Mimecast Services Limited, a company organized under the laws of England and Wales (“Buyer”), Solebit Labs Ltd., a company organized under the laws of the State of Israel (the “Company”), each of the shareholders of the Company, which are listed on Exhibit A attached hereto (other than Buyer, the “Company Shareholders”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Company Securityholders (the “Representative”).
NON-QUALIFIED SHARE OPTION AGREEMENT FOR COMPANY EMPLOYEES OUTSIDE THE UNITED STATES UNDER THE MIMECAST LIMITEDNon-Qualified Share Option Agreement • May 22nd, 2020 • Mimecast LTD • Services-prepackaged software • Massachusetts
Pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan as amended through the date hereof (the “Plan”), Mimecast Limited (the “Company”) hereby grants to the Optionee named above an option (the “Share Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Ordinary Shares of the Company (the “Shares”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth in this Non-Qualified Share Option Agreement, including any special terms and conditions for Optionees in the countries set forth in Appendix B hereto (Appendix B, together with Appendix A as identified below, and, collectively with the Non-Qualified Share Option Agreement, the “Agreement”) and in the Plan. This Share Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2015 • Mimecast LTD • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT is made as of the 18th day of September, 2012 (this “Agreement”), by and among Mimecast Limited (company number 04698693), a company incorporated in England and Wales (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 24th, 2018 • Mimecast LTD • Services-prepackaged software
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of July 23, 2018, by and among MIMECAST UK LIMITED, a limited company organized under the laws of England and Wales (“Mimecast UK”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Mimecast UK, each individually a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2018 • Mimecast LTD • Services-prepackaged software
This Amendment (“Amendment”) is entered into by and between Mimecast North America, Inc. (the “Company”), a Delaware corporation with its principal place of business at Lexington, Massachusetts, and Peter Campbell (the “Executive”) as of July 23, 2018.
DATED: 7 August 2013 Real EstateABC L_LIVE_EMEA1: 12986062v5 Underlease between Sands Service Company (No. 2) as Landlord Mimecast Services Limited as Tenant and Mimecast Limited as Tenant’s Guarantor relating to Part Level 6, CityPoint, One Ropemaker...Mimecast LTD • October 16th, 2015 • Services-prepackaged software
DATED 22 December 2009 MIMECAST LIMITED and NEIL MURRAY SERVICE AGREEMENTService Agreement • May 29th, 2018 • Mimecast LTD • Services-prepackaged software • England and Wales
