GOOD TECHNOLOGY CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 and is between Good Technology Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT GOOD TECHNOLOGY CORPORATION MAY 3, 2014Investors’ Rights Agreement • May 23rd, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 3rd day of May, 2014, by and among Good Technology Corporation, a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (the “Investors”).
TRIPLE NET SPACE LEASE (MULTI-TENANT) Between NORTH MARY OFFICE LLC, a Delaware limited liability company, as LANDLORD and GOOD TECHNOLOGY, INC., a Delaware corporation, as TENANT for PREMISES at 430 North Mary Avenue Sunnyvale, California 94063Triple Net Lease • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • California
This Triple Net Space Lease (the “Lease”), dated as of the date first written in the Summary of Basic Lease Information set forth in Article I below (the “Summary”), is made by and between NORTH MARY OFFICE LLC, a Delaware limited liability company (“Landlord”) and GOOD TECHNOLOGY, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GOOD TECHNOLOGY CORPORATION NOVA ACQUISITION CORPORATION BOXTONE, INC. AND LAZARD TECHNOLOGY PARTNERS II, LP AS STOCKHOLDER REPRESENTATIVE February 22, 2014Agreement and Plan of Reorganization • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • California
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of February 22, 2014 by and among GOOD TECHNOLOGY CORPORATION, a Delaware corporation (“Parent”), NOVA ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), BoxTone, Inc., a Delaware corporation (the “Company”), and LAZARD TECHNOLOGY PARTNERS II, LP, a Delaware limited partnership, as stockholder representative (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
February 24th, 2009 Peter Barker Dear Peter:Employment Agreement • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software
As you know, Visto Corporation (“Visto” or the “Company”) has entered into a Stock and Asset Purchase Agreement with Good Technology, Inc. (“Good”) and Motorola, Inc. (“Motorola”) dated as of February 19th, 2009, pursuant to which Visto will acquire from Motorola all of the outstanding Good shares of capital stock and certain Good assets (collectively, the “Transaction”). Contingent on the closing of the Transaction (the “Closing Date”), Visto hereby offers you employment on the following terms and conditions. Visto is pleased to offer you the position of Senior Vice President of Operations at Visto with a reporting date that is the first business day following the Closing Date. You will initially report to Brian A. Bogosian, Chairman, President & CEO.
Internap Master Services AgreementMaster Services Agreement • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • Georgia
This Internap Master Services Agreement (the “Agreement”) is entered into by and between VISTO, a California corporation with its principal place of business at 275 Shoreline Drive, Suite 300, Redwood Shores, California 94065 (“Customer”) and Internap Network Services Corporation, including its affiliates and subsidiaries, a Delaware corporation with its principal place of business at 250 Williams Street Suite E-100, Atlanta, GA 30303 (“Internap”), with and Effective Date of December 7, 2004 (“Effective Date”). In addition to the terms and conditions of this Agreement, the following attached documents are deemed part of this Agreement, in addition to any other attachments agreed to and executed by the Parties incorporating the terms set forth herein: Sales Order Form (including all such forms executed hereafter by Customer for Services (defined below) under this Agreement (together, the “Sales Order Form”)) – Attachment A; applicable Service Level Agreement – Attachment B. Both Interna
SAVVIS MASTER SERVICES AGREEMENTMaster Services Agreement • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • Virginia
THIS MASTER SERVICES AGREEMENT (“MSA”) is by and between SAVVIS Communications Corporation and its affiliates (“SAVVIS”) and Visto Corporation d/b/a Good Technology (“Customer”) and is entered into as of this 29th day of May, 2009 (“Effective Date”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 26th, 2014 by and between SILICON VALLEY BANK (“Bank”) and GOOD TECHNOLOGY CORPORATION (f/ k/a Visto Corporation), a Delaware corporation (“Holdings”), GOOD TECHNOLOGY SOFTWARE, INC. (f/k/a Good Technology, Inc.) a Delaware corporation (“Good Technology” and, together with Holdings, each an “Existing Borrower” and collectively, the “Existing Borrowers”) and BOXTONE, INC., a Delaware corporation (“New Borrower” and together with the Existing Borrowers, “Borrowers”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • Delaware
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 31, 2013 (the “Effective Date”) between GOOD TECHNOLOGY CORPORATION (f/k/a Visto Corporation), a Delaware corporation (“Holdings”), GOOD TECHNOLOGY SOFTWARE, INC. (f/k/a Good Technology, Inc.) a Delaware corporation (“Good Technology” and, together with Holdings, each a “Borrower” and collectively, the “Borrowers”) and SILICON VALLEY BANK, a California corporation (“Bank”) amends and restates in its entirety that certain Loan and Security Agreement between Borrowers and Bank dated as of January 26, 2011 (as amended, supplemented or modified from time to time, the “Original Agreement”) and provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software
THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 26th, 2014 by and between SILICON VALLEY BANK (“Bank”) and GOOD TECHNOLOGY CORPORATION (f/k/a Visto Corporation), a Delaware corporation (“Holdings”), GOOD TECHNOLOGY SOFTWARE, INC. (f/k/a Good Technology, Inc.) a Delaware corporation (“Good Technology” and, together with Holdings, each an “Existing Borrower” and collectively, the “Existing Borrowers”) and BOXTONE, INC., a Delaware corporation (“New Borrower” and together with the Existing Borrowers, “Borrowers”).
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO GOOD TECHNOLOGY CORPORATION, A DELAWARE CORPORATION (THE “ISSUER”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF...Warrant Agreement • October 21st, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software
THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
ESCROW AGREEMENTEscrow Agreement • October 21st, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • New York
This Escrow Agreement (the “Agreement”) is made as of September 30, 2014, by and among U.S. Bank National Association (“Escrow Agent”), Good Technology Corporation, a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (in such capacity and together with any successors in such capacity, the “Trustee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • Delaware
ContractWarrant Agreement • October 21st, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF PRIOR TO EXPIRATION OF THE RESTRICTED PERIOD DESCRIBED IN THE WARRANT AGREEMENT HEREINAFTER REFERRED TO, NOR MAY ANY SUCH ACTION BE TAKEN IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THIS SECURITY IS SUBJECT TO THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND CONTRACTUAL ARRANGEMENTS WITH THE HOLDER OF THIS SECURITY.
5.0% Senior Secured Notes due 2017Indenture • October 21st, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • New York
INDENTURE, dated as of September 30, 2014, among Good Technology Corporation, a Delaware corporation (the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and as Collateral Agent (as defined herein).
SECURITY AGREEMENT By GOOD TECHNOLOGY CORPORATION and CERTAIN OF ITS RESTRICTED SUBSIDIARIES, as Pledgors, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of September 30, 2014Security Agreement • October 21st, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • New York
This SECURITY AGREEMENT, dated as of September 30, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by GOOD TECHNOLOGY CORPORATION, a Delaware corporation (the “Issuer”) and certain of the Issuer’s Restricted Subsidiaries from time to time party hereto by execution of this Agreement or otherwise by execution of a Joinder Agreement, as pledgors, collateral assignors and debtors (the Issuer and such Restricted Subsidiaries, collectively, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), for the benefit of the Secured Parties.
May 23, 2014 Ms. Christy Wyatt California Dear Christy:Employment Agreement • May 23rd, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software
The purpose of this letter is to confirm the current terms and conditions of your employment with Good Technology Corporation (the “Company”). By signing below, you and the Company agree and acknowledge that this letter represents the entire agreement and understanding between you and the Company concerning the subject matter of this letter, and, except as specifically provided herein, supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this letter, including, but not limited to, the offer letter by and between you and the Company dated December 12, 2012.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 18th, 2014 • GOOD TECHNOLOGY Corp • Services-prepackaged software • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 29th, 2013 • GOOD TECHNOLOGY Corp • Services-prepackaged software • Delaware
RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:
