SERIES F PREFERRED STOCK PURCHASE AGREEMENTRegistration Rights Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Series F Preferred Stock Purchase Agreement (this “Agreement”) is made as of this 14th day of July, 2011, by and between GlassHouse Technologies, Inc., a Delaware corporation (together with any predecessors or successors thereto as the context requires, the “Company”) and the investors named in Exhibit A attached hereto (the “Investors”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
ContractStock Purchase Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
RIGHT OF FIRST REFUSAL AND RIGHT OF LAST REFUSAL AGREEMENTRefusal and Right of Last Refusal Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Right of First Refusal and Right of Last Refusal Agreement (this “Agreement”) is made and entered into as of June 24, 2011 by and between Dell Products L.P., a Texas limited partnership (“Dell”), and Glasshouse Technologies, Inc., a Delaware corporation (the “Company”).
December 23, 2010 Sigma Partners Suite 830 Boston, MA 02110 Attn: Robert Davoli Dear Mr. Davoli:GlassHouse Technologies Inc • July 22nd, 2011 • Services-computer integrated systems design
We have requested, and you have agreed to, certain accommodations under the Note and Warrant Purchase Agreement among GlassHouse Technologies, Inc. (the “Company”) and the Purchasers (as defined therein) dated as of June 28, 2010 (the “Agreement”). Capitalized terms used herein but not defined herein have the meaning given them in the Agreement. Sigma Partners 6, L.P., Sigma Associates 6, L.P. and Sigma Investors 6, L.P. (collectively, “Sigma”) constitute the Requisite Purchasers.
ContractIntercreditor Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH NOTE OR SECURITIES, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Massachusetts
THIS AMENDMENT NO. 2 (this “Amendment”) dated as of December 23, 2010, is entered into by and among GLASSHOUSE TECHNOLOGIES, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Borrower”), and WF FUND III LIMITED PARTNERSHIP, c/o/b as WELLINGTON FINANCIAL LP and WELLINGTON FINANCIAL FUND III (the “Lender”).
GLASSHOUSE TECHNOLOGIES, INC. WARRANT TO PURCHASE STOCKGlassHouse Technologies Inc • July 22nd, 2011 • Services-computer integrated systems design • Delaware
This Warrant is issued to Dell Products L.P., a Texas limited partnership, or its registered assigns (“Holder”), by Glasshouse Technologies, Inc., a Delaware corporation (“Company”), on March 11, 2011 (the “Issue Date”). Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in that certain Securities Purchase Agreement dated as of March 6, 2008, as amended, by and between Company and Holder.
December 22, 2010 Glasshouse Technologies, Inc.Loan and Security Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design
AFFIRMATION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design
THIS AFFIRMATION OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Affirmation”) is made as of June 24, 2011, by and among LIGHTHOUSE CAPITAL PARTNERS V, L.P., a Delaware limited partnership (“Senior Lender”), GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), WF FUND III LIMITED PARTNERSHIP, c/o/b as WELLINGTON FINANCIAL LP and WELLINGTON FINANCIAL FUND III (“Junior Lender”), and DELL PRODUCTS L.P., a Texas limited partnership (“Dell”; together with its successors and assigns and any additional parties who shall become a “Holder” under the Dell Note (as defined in the Intercreditor Agreement (as defined below), the “Subordinated Lender”).
ContractGlassHouse Technologies Inc • July 22nd, 2011 • Services-computer integrated systems design • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ContractIntercreditor Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH NOTE OR SECURITIES, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
RIGHT OF LAST REFUSAL AGREEMENTRight of Last Refusal Agreement • July 22nd, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Right of Last Refusal Agreement (this “Agreement”) is made and entered into as of March 11, 2011 by and between Dell Products L.P., a Texas limited partnership (“Dell”), and Glasshouse Technologies, Inc., a Delaware corporation (the “Company”).
