0000950123-13-007362 Sample Contracts

AMENDMENT NO. 1 AND WAIVERS TO RECAPITALIZATION AGREEMENT
Recapitalization Agreement • September 5th, 2013 • Barracuda Networks Inc • Computer peripheral equipment, nec • Delaware

THIS AMENDMENT NO. 1 AND WAIVERS TO RECAPITALIZATION AGREEMENT (this “Amendment”), is made as of October 3, 2012 by and among Barracuda Networks, Inc., a Delaware corporation (the “Company”), the Persons listed on the Schedule of Investors attached hereto (collectively referred to herein as the “Investors” and individually as an “Investor”), the Persons listed on the Schedule of Selling Stockholders attached hereto (collectively referred to herein as the “Selling Stockholders” and individually as a “Selling Stockholder”).

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PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Pruchase and Sale Agreement • September 5th, 2013 • Barracuda Networks Inc • Computer peripheral equipment, nec • California

THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is made as of July 31, 2011 (“Agreement Date”), by and between BRYAN FAMILY PARTNERSHIP II, LTD., a California limited partnership (“Seller”), and BARRACUDA NETWORKS, INC., a Delaware corporation, or assignee (“Buyer”), collectively referred to herein as the “Parties,” with reference to the following:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 5th, 2013 • Barracuda Networks Inc • Computer peripheral equipment, nec • California

This Indemnification Agreement (“Agreement”) is made by and between Barracuda Networks, Inc., a Delaware corporation (the “Company”) and the undersigned individual (the “Employee”), effective as of April 13, 2012.

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