GLASSHOUSE TECHNOLOGIES, INC. SERIES F PREFERRED STOCK PURCHASE AGREEMENT Dated as of November 4, 2008Series F Preferred Stock Purchase Agreement • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Series F Preferred Stock Purchase Agreement (this “Agreement”) is made as of this 4th day of November, 2008, by and among GlassHouse Technologies, Inc., a Delaware corporation (together with any predecessors or successors thereto as the context requires, the “Company”), the investors named in Exhibit A attached hereto (collectively, the “Investors” and each individually, an “Investor”) and Mark A. Shirman (the “Founder”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
AMENDMENT NO. 01 TO FIRST AMENDED AND RESTATED SECURED PROMISSORY NOTESecured Promissory Note • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
This AMENDMENT NO. 01 this (“Amendment 01”) is entered into as of June 1, 2009 by LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) with reference to the following:
CONFIDENTIAL TREATMENT REQUESTED INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Intellectual Property License Agreement (the “License Agreement”) by and between GLASSHOUSE TECHNOLOGIES, INC. (“GlassHouse Technologies”), a Delaware corporation located at 200 Crossing Boulevard, Framingham, MA 01702, and DELL MARKETING USA L.P. (“Dell Marketing”), a Texas limited partnership located at One Dell Way, Round Rock, Texas 78682, is effective as of March 6, 2008 (the “Effective Date”).
CONFIDENTIAL TREATMENT REQUESTED MASTER RELATIONSHIP AGREEMENTMaster Relationship Agreement • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Master Relationship Agreement (“MRA”) by and between GLASSHOUSE TECHNOLOGIES, INC. (“GlassHouse”), a Delaware corporation located at 200 Crossing Boulevard, Framingham, MA 01702, and DELL MARKETING, L.P. (“Dell Marketing”), a Texas limited partnership located at One Dell Way, Round Rock, Texas 78682, by and on behalf of Dell, Inc. and their respective subsidiaries and Affiliates (as defined below), is effective as of June 23, 2008 (the “Effective Date”).
GLASSHOUSE TECHNOLOGIES, INC. OMNIBUS AMENDMENT, ADMISSION, CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
This Omnibus Amendment, Admission, Consent and Waiver Agreement (this “Agreement”) is made and effective as of November 3, 2008 by and among GlassHouse Technologies, Inc., a Delaware corporation (the “Company”) and the parties listed on the signature pages hereto and amends each of (i) that certain Eighth Amended and Restated Registration Rights Agreement, dated as of March 6, 2008 (the “Registration Rights Agreement”) between Lighthouse Capital Partners IV, L.P., a Delaware limited partnership, Lighthouse Capital Partners V, L.P., a Delaware limited partnership, the LRG Holders (as defined therein), Dell Products, L.P., a Texas limited partnership, the investors listed on Exhibit A thereto, the Series 1 Holders (as defined therein) and the MBI Group Holders (as defined therein) and (ii) that certain Fifth Amended and Restated Stockholders Agreement dated as of March 6, 2008 (the “Stockholders Agreement”) between the Company, the Founder (as defined therein), the Investors (as defined
FIFTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Fifth Amended and Restated Stockholders Agreement (this “Agreement”) is made as of this 6th day of March, 2008 by and among GlassHouse Technologies, Inc., a Delaware corporation (together with any successor thereto, the “Company”), the individual listed under the heading “Founder” on Exhibit A hereto (the “Founder”), the investors listed under the heading “Investors” on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”), the individuals listed under the heading “Common Holders” on Exhibit A hereto (the “Common Holders”), and any other stockholder, warrantholder or optionholder of the Company who from time to time becomes a party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit B (collectively, the “Additional Stockholders”). The Founder, the Common Holders and the Additional Stockholders are herein referred to collectively as the “Stockholders” and each individually as a “Stockholder.”
CONFIDENTIAL TREATMENT REQUESTED LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
Cisco shall maintain for a period of two (2) years after the end of the year to which they pertain, complete records of the Product manufactured and distributed by Cisco in order to calculate and confirm Cisco’s royalty obligations hereunder. Upon reasonable prior notice, Developer will have the right, exercisable not more than once every twelve (12) months, to appoint an independent accounting firm or other agent reasonably acceptable to Cisco, at Developer’s expense, to examine such financial books, records and accounts during Cisco’s normal business hours to verify the royalties due by Cisco to Developer herein, subject to execution of Cisco’s standard confidentiality agreement by the accounting firm or agent; provided, however, that execution of such agreement will not preclude such firm from reporting its results to Developer. In the event such audit discloses an underpayment or overpayment of royalties due hereunder, the appropriate party will promptly remit the amounts due to th
EIGHTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Eighth Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of this 6th day of March, 2008 by and among GlassHouse Technologies, Inc., a Delaware corporation (together with any successor thereto, the “Company”), Lighthouse Capital Partners IV, L.P., a Delaware limited partnership (“LCP IV”) and Lighthouse Capital Partners V, L.P., a Delaware limited partnership (“LCP V”), BayStar Capital III Investment Fund, L.P., a Delaware limited partnership (“BayStar”), Velocity Venture Funding, LLC, a Delaware limited liability company and the assignee of Velocity Financial Group, Inc., a Delaware corporation (“Velocity”), Leader Lending, LLC, a Delaware limited liability company (“Leader Lending”), Leader Equity, LLC, a Delaware limited liability company (“Leader Equity” and together with BayStar, Velocity and Leader Lending, the “LRG Holders”), Dell Products L.P., a Texas limited partnership (the “Strategic Investor”), the Persons listed under the heading “Invest
AMENDMENT NO. 07 Dated March 29, 2010 TOGlassHouse Technologies Inc • April 8th, 2010 • Services-computer integrated systems design
This AMENDMENT NO. 7 (this “Amendment No. 7”) is entered into as of March 29, 2010 by LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GLASSHOUSE TECHNOLOGIES, INC. (“Borrower”) with reference to the following:
