Shares FORESCOUT TECHNOLOGIES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), as representative of the several underwriters, proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with ForeScout Technologies, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the common stock, $0.001 par value per share, of the Company (“Common Stock”).
FORESCOUT TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between ForeScout Technologies, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2019 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This SECOND AMENDED AND RESTATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 4, 2019, with an effective date as of March 31, 2019 (the “Effective Date”) is by and among (i) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054; (ii) FORESCOUT TECHNOLOGIES, INC., a Delaware corporation (“Technologies”) whose address is 190 West Tasman Drive, San Hose, California 95134 and (iii) FORESCOUT GOVERNMENT SOLUTIONS, LLC, a Delaware limited liability company (“Government”, and together with Technologies, individually and collectively, jointly and severally, the “Borrower”), with its principal place of business at 7900 Westpark Drive, Suite T701, McClean, Virginia 22102, and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Amended and Restated Loan and S
AGREEMENT AND PLAN OF MERGER between FERRARI GROUP HOLDINGS, L.P., FERRARI MERGER SUB, INC. and FORESCOUT TECHNOLOGIES, INC. Dated February 6, 2020Merger Agreement • February 7th, 2020 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
This agreement and plan of merger (this “Agreement”) is dated February 6, 2020, among Ferrari Group Holdings, L.P., a Delaware limited partnership (“Parent”), Ferrari Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Forescout Technologies, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
FORESCOUT TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
This Employment Agreement (“Agreement”) is entered into by and between ForeScout Technologies, Inc., a Delaware corporation (the “Company”), and Darren J. Milliken (“Executive,” and collectively referred to as the “Parties”) effective as of January 1, 2017 (the “Effective Date”).
ContractWarrant Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
WARRANT TO PURCHASE STOCKWarrant Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, GOLD HILL CAPITAL 2008, LP (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the "Shares") of the above-stated Type/Series of Stock (the "Class") of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
] Shares FORESCOUT TECHNOLOGIES, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2018 • Forescout Technologies, Inc • Computer peripheral equipment, nec • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER between FERRARI GROUP HOLDINGS, L.P., FERRARI MERGER SUB, INC. and FORESCOUT TECHNOLOGIES, INC. Dated July 15, 2020Agreement and Plan of Merger • July 16th, 2020 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
This amended and restated agreement and plan of merger (this “Agreement”) is dated July 15, 2020, among Ferrari Group Holdings, L.P., a Delaware limited partnership (“Parent”), Ferrari Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Forescout Technologies, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
ContractWarrant Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made as of November 25, 2015, by and among ForeScout Technologies, Inc., a Delaware corporation (the “Company”), each Person listed in Schedule A attached hereto (together, the “Founders”), and each Person listed in Schedule B attached hereto (together, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof.
CUSTOM PRODUCTS AGREEMENT Integration and ServicesCustom Products Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This Agreement is entered into as of March 7, 2007 by and between, Forescout Technologies, Inc. (“Customer”) with its principal place of business at 10001 North De Anza Blvd., Ste. 220, Cupertino, CA 95014 and the OEM Computing Solutions Group of Arrow Electronics, Inc. (“Arrow”) with a place of business at 50 Marcus Drive, Melville, New York 11747-3509.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 24, 2012 (the “Effective Date”) is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and FORESCOUT TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), with its principal place of business at 10001 North De Anza Blvd, Suite 220, Cupertino, CA 95014, and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank.
LEASE AGREEMENTLease Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
This Basic Lease Information is incorporated into and made a part of this Lease. Each reference in this Lease to the Basic Lease Information shall mean the applicable information set forth in the Basic Lease Information, except that in the event of any conflict between an item in the Basic Lease Information and any other provision of this Lease, this Lease shall control.
FORESCOUT TECHNOLOGIES, INC. SPECIAL STOCKHOLDER VOTING AGREEMENT AND IRREVOCABLE PROXYSpecial Stockholder Voting Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
THIS SPECIAL STOCKHOLDER VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is made as of September 13, 2017, by and among the Chief Executive Officer of ForeScout Technologies, Inc. (the “Company”) in office from time to time, who is currently Michael DeCesare (the “Representative”), Amadeus II ‘A’, Amadeus II ‘B’, Amadeus II ‘C’, Amadeus II ‘D’ GmbH & Co KG, Amadeus II Affiliates Fund LP, Amadeus IV Velocity Fund L.P., Amadeus EI L.P. and Amadeus EII L.P. (together, the “Amadeus Entities”) and the Company. The Representative, the Amadeus Entities and the Company are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
FORESCOUT TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2020 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
This Employment Agreement (“Agreement”) is entered into by and between Forescout Technologies, Inc., a Delaware corporation (the “Company”), and Nicholas Noviello (“Executive,” and collectively referred to as the “Parties”). This Agreement is dated July 14, 2020, and is effective as of the first business day following the commencement of the tender offer to acquire the Company by affiliates of Advent International Corporation (“Advent”) (such date, the “Effective Date”).
AMENDMENT TO THE FORESCOUT TECHNOLOGIES, INC EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2019 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This Amendment to the Forescout Technologies, Inc. Employment Agreement (“Amendment ”) is made and entered into as of January 1, 2019 (“Effective Date”) by and between Forescout Technologies, Inc., a Delaware corporation having its principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Forescout”) and Pedro Abreu, having his principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Pedro Abreu”). Forescout and Pedro Abreu are collectively or individually referred to herein as “Party” or “Parties,” as applicable.
DATE NOVEMBER 6 2018Purchase Agreement • March 1st, 2019 • Forescout Technologies, Inc • Computer peripheral equipment, nec
Company Holding, ECF, EIF, KPNV, PCVF, RBVC, ARF and CGH are hereinafter jointly also referred to as the Sellers and each as a Seller. The Purchaser, the Sellers, the Founders and the Sellers’ Representative are hereinafter jointly also referred to as the Parties and each as a Party.
FORESCOUT TECHNOLOGIES, INC. CONSULTING AGREEMENTConsulting Agreement • June 7th, 2019 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Tasman
This Consulting Agreement (“Agreement”) is made and entered into as of June 5, 2019 (“Effective Date”) by and between Forescout Technologies, Inc. (“Forescout”), having a principal place of business at 190 West Tasman Drive, San Jose, CA 95134 and Night Dragon II, LLC (“Night Dragon”), with principals David DeWalt and Kenneth W. Gonzales, each of whom may be providing services to Forescout in accordance with the terms of this Agreement and the applicable SOW (each, a “Consultant”), having a principal place of business at 101 2nd St. #1275 San Francisco, CA 94105. Consultant’s standard terms and conditions of sale, purchase order or other documents are for Consultant’s convenience only and any terms set forth therein that are inconsistent with, vary from, or add to the terms and conditions set forth in this Agreement shall not be binding on Forescout unless agreed to in writing by both Forescout and Consultant and are hereby rejected.
AMENDMENT TWO TO THE FORESCOUT TECHNOLOGIES, INC EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2020 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This Amendment Two to the Forescout Technologies, Inc. Employment Agreement (“Amendment Two”) is made and entered into as of January 1, 2020 (“Effective Date”) by and between Forescout Technologies, Inc., a Delaware corporation having its principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Forescout”) and Pedro Abreu, having his principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Pedro Abreu”). Forescout and Pedro Abreu are collectively or individually referred to herein as “Party” or “Parties,” as applicable.
AMENDMENT ONE TO THE FORESCOUT TECHNOLOGIES, INC EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2020 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This Amendment to the Forescout Technologies, Inc. Employment Agreement (“Amendment ”) is made and entered into as of January 1, 2020 (“Effective Date”) by and between Forescout Technologies, Inc., a Delaware corporation having its principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Forescout”) and Darren Milliken, having his principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Darren Milliken”). Forescout and Darren Milliken are collectively or individually referred to herein as “Party” or “Parties,” as applicable.
AMENDMENT ONE TO THE FORESCOUT TECHNOLOGIES, INC EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2020 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This Amendment to the Forescout Technologies, Inc. Employment Agreement (“Amendment ”) is made and entered into as of January 1, 2020 (“Effective Date”) by and between Forescout Technologies, Inc., a Delaware corporation having its principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Forescout”) and Christopher Harms, having his principal offices at 190 West Tasman Drive, San Jose, CA 95134 (“Christopher Harms”). Forescout and Christopher Harms are collectively or individually referred to herein as “Party” or “Parties,” as applicable.
MASTER INTEGRATION AGREEMENT (US Only)Master Integration Agreement • February 22nd, 2018 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This Agreement is entered into as of the 3rd day of November 2017 (the “Effective Date”), by and between ForeScout Technologies, Inc. and its Affiliates ("Customer” or “FORESCOUT”) with its principal place of business at 190 West Tasman Drive, San Jose, CA 95134, and the Arrow Intelligent Systems Group operating under Arrow Electronics, Inc. ("Arrow”) with a place of business at 9201 East Dry Creek Road, Centennial, CO 80112-2818.
FSCT TENDER OFFER EMPLOYEE FAQMerger Agreement • July 24th, 2020 • Forescout Technologies, Inc • Computer peripheral equipment, nec
On July 15, 2020, Forescout entered into an amended and restated merger agreement (“Amended Merger Agreement”) with affiliates of Advent International Corporation (“Advent”). Pursuant to the terms of the Amended Merger Agreement, on July 20, 2020, Advent commenced a tender offer (the “Tender Offer”) to purchase all of Forescout’s outstanding shares of common stock (“Shares”) at a price per Share of $29.00, without interest and subject to any applicable withholding taxes (the “Offer Price”). Below we address many of the frequently asked questions that Forescout has received regarding the Tender Offer. This FAQ is just a summary; in the event of a conflict between this FAQ and the tender offer or other legal documents, those documents will control.
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
This Amended and Restated Employment Agreement (“Agreement”) is by and between ForeScout Technologies, Inc., a Delaware corporation (the “Company”), and Michael P. DeCesare (the “Executive”) and effective as of May 18, 2016. The Agreement amends and restates the original employment agreement between the Company and the Executive dated March 1, 2015 (the “Original Agreement”).
