EXHIBIT 1.1 3,600,000 Units (1) SAND HILL IT SECURITY ACQUISITION CORP. UNDERWRITING AGREEMENT July 27, 2004 Newbridge Securities Corporation I-Bankers Securities Incorporated As Representatives of the several Underwriters named in Schedule I hereto...Underwriting Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
April 23, 2004 Sand Hill Security LLC 3000 Sand Hill Road Building 1, Suite 240 Menlo Park, California 94025 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for...Acquisition Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Sand Hill IT Security Acquisition Corp. (the "Company") and continuing (i) until the consummation by the Company of a "Business Combination" (as described in the Company's IPO prospectus), (ii) 18 months from commencement of the IPO if the Company does not effect a Business Combination, or (iii) 24 months from the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months of commencement of the IPO and the Company has not effected a Business Combination, Sand Hill Security LLC shall make available to the Company certain office and secretarial services as may be required by the Company from time to time, situated at 3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, California 94025. In exchange therefore, the Company shall pay
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2004, by and among: Sand Hill IT Security Acquisition Corp., a Delaware corporation (the “Company”); and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 30 day of July, 2004, by and among: Sand Hill IT Security Acquisition Corp., a Delaware corporation (the "Company"); and the...Registration Rights Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
STOCK OPTION AGREEMENT OF SAND HILL IT SECURITY ACQUISITION CORP.Stock Option Agreement • May 16th, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • Delaware
4,000,000 Units1 SAND HILL IT SECURITY ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
Sand Hill IT Security Acquisition Corp., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”), an aggregate of 4,000,000 Units (the “Firm Units”) of the Company, at a purchase price (net of discounts and commissions) of $5.61 per Firm Unit. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $5.61 per Firm Unit. The Firm Units are to be offered initially to the public (“Offering”) at the offering price of $6.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s common stock, par value $0.01 per share (“Common Stock”), and two warrants (“Warrant(s)”). T
WARRANT AGREEMENTWarrant Agreement • July 7th, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
Agreement made as of , 2004 between Sand Hill IT Security Acquisition Corp., a Delaware corporation, with offices at 3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, California 94025 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
EXHIBIT 10.8 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of July 30, 2004 by and between Sand Hill IT Security Acquisition Corp. (the "Company") and American Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's...Investment Management Trust Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
EXHIBIT 4.5 WARRANT AGREEMENT Agreement made as of July 27, 2004 between Sand Hill IT Security Acquisition Corp., a Delaware corporation, with offices at 3000 Sand Hill Road, Building 1, Suite 240, Menlo Park, California 94025 ("Company"), and...Warrant Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
EXHIBIT 10.9 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of July 27, 2004 ("Agreement"), by and among SAND HILL IT SECURITY ACQUISITION CORP., a Delaware corporation ("Company"), HUMPHREY P. POLANEN, SAND HILL SECURITY, LLC, KEITH WALZ,...Stock Escrow Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 23rd, 2007 • St. Bernard Software, Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ST. BERNARD SOFTWARE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 7th, 2004 • Sand Hill It Security Acquisition Corp • Blank checks • New York
This Agreement is made as of , 2004 by and between Sand Hill IT Security Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
ContractWarrant Agreement • January 31st, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • 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.
OFUnit Purchase Option Agreement • March 31st, 2005 • Sand Hill It Security Acquisition Corp • Blank checks • New York
OFFICE LEASEOffice Lease • August 6th, 2010 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and ST. BERNARD SOFTWARE, INC., a Delaware corporation ("Tenant").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ST. BERNARD SOFTWARE, INC., a Delaware corporation; AGAVEONE ACQUISITION CORP., a Delaware corporation; SINGLEFIN ACQUISITION, LLC, a Delaware limited liability company; AGAVEONE, INC. dba...Merger Agreement • October 6th, 2006 • St. Bernard Software, Inc. • Services-prepackaged software • California
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of October 3, 2006, by and among: ST. BERNARD SOFTWARE, INC., a Delaware corporation (“Parent”); AGAVEONE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); SINGLEFIN ACQUISITION, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“LLC”); AGAVEONE, INC., a Nevada corporation dba Singlefin (the “Company”); and Jake Jacoby (“Jacoby” or the “Designated Officer”). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2009 • St. Bernard Software, Inc. • Services-prepackaged software
THIS AMENDMENT TO EMPLOYMENT AGREEMENT dated as of March 24, 2009 (this "Amendment"), is entered into by and between Steve Yin (hereinafter called "Employee"), and St. Bernard Software, Inc. (hereinafter the "Employer"), with reference to the following:
Loan and Security AgreementLoan and Security Agreement • July 28th, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT is entered into on'the above date between PARTNERS FOR GROWTH II, L.P. ("PFG"), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrower(s) named above (jointly and severally, the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
ASSET PURCHASE AGREEMENT BY AND AMONG RED CONDOR, INC., ST. BERNARD SOFTWARE, INC. AND WITH RESPECT TO SECTION 2.6 AND ARTICLES V AND X, THE NOTEHOLDERS OF RED CONDOR, INC. July 28, 2010Asset Purchase Agreement • August 3rd, 2010 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Asset Purchase Agreement (the “Agreement”) is entered into as of July 28, 2010 by and among Red Condor, Inc., a Delaware corporation (the “Seller”), St. Bernard Software, Inc., a Delaware corporation (the “Purchaser”) and with respect to Section 2.6, Articles V and X only, the individuals and entities listed on Schedule I attached hereto (collectively, the “Noteholders”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 17th, 2007 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Asset Purchase Agreement (the “Agreement”) is effective as of August 13, 2007, (“Effective Date”) by and between ST. BERNARD SOFTWARE, INC., a Delaware corporation (“SBS”), located at 15015 Avenue of Science, San Diego, California 92128 and EVAULT, INC. (“Buyer”), a Delaware corporation located at 6121 Hollis Street, Emeryville, California 94608 (each a “Party” and collectively the “Parties”).
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2012 • EdgeWave, Inc. • Services-prepackaged software
THIS ELEVENTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 30, 2012, by and between SILICON VALLEY BANK (“Bank”) and EDGEWAVE, INC., a Delaware corporation (“Borrower”) whose address is 15333 Avenue of Science, San Diego, CA 92128.
NOTE PREPAYMENT AGREEMENTNote Prepayment Agreement • December 9th, 2011 • EdgeWave, Inc. • Services-prepackaged software • California
This NOTE PREPAYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2011, by and among EdgeWave, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2009 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Employment Agreement (“Agreement”) is effective as of January 15, 2009, by and between Louis E. Ryan ("Employee”) and St. Bernard Software, a Delaware corporation (“Employer”), located at 15015 Avenue of Science, San Diego, CA 92128.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 28th, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Warrant Purchase Agreement (the "Agreement") is made as of July 21, 2008 (the "Closing Date") by and between St. Bernard Software, Inc., a Delaware corporation, with its principal place of business at 15015 Avenue of Science, San Diego, CA 92128 (the "Company"), and Partners For Growth II, L.P., a Delaware limited partnership ("Purchaser").
WARRANTWarrant Agreement • July 28th, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • Delaware
THIS WARRANT (THE "WARRANT") IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT (THE "AGREEMENT") BETWEEN ST. BERNARD SOFTWARE, INC. (THE "COMPANY") AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
ASSET SALE & LICENSE AGREEMENTAsset Sale & License Agreement • January 9th, 2007 • St. Bernard Software, Inc. • Services-prepackaged software • New York
This Asset Sale & License Agreement (the “Agreement”) is effective as of January 4, 2007, (“Effective Date”) by and between ST. BERNARD SOFTWARE, INC., a Delaware corporation, located at 15015 Avenue of Science, San Diego, California 92128 (“SBS”) and SHAVLIK TECHNOLOGIES, LLC. (“Shavlik”), a Delaware LLC located at 2665 Long Lake Road, Suite 400, Roseville, MN 55113 (each a “Party” and collectively the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 3rd, 2010 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2010, among St. Bernard Software, Inc., a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
ContractNote • August 3rd, 2010 • St. Bernard Software, Inc. • Services-prepackaged software • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT, REDEMPTION OR CONVERSION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of Sand Hill IT Security Acquisition Corp. (“Company”) included in the units (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the...Warrant Purchase Agreement • June 23rd, 2004 • Sand Hill It Security Acquisition Corp • Blank checks
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 6th, 2009 • St. Bernard Software, Inc. • Services-prepackaged software
THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 27 day of February 2009, by and between Silicon Valley Bank (“Bank”) and ST. BERNARD SOFTWARE, INC., a Delaware corporation (“Borrower”) whose address is 15015 Avenue of Science, San Diego, CA 92128.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2010 • St. Bernard Software, Inc. • Services-prepackaged software
THIS AMENDMENT TO EMPLOYMENT AGREEMENT dated as of January 18, 2010 (this "Amendment"), is entered into by and between Louis E. Ryan (hereinafter called "Employee"), and St. Bernard Software, Inc. (hereinafter the "Employer"), with reference to the following:
Loan and Security AgreementLoan and Security Agreement • February 17th, 2012 • EdgeWave, Inc. • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date (the “Effective Date”) between PARTNERS FOR GROWTH III, L.P. (“PFG”), whose address is 150 Pacific Avenue, San Francisco, CA 94111 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive offices are located at the above addresses (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2010 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Employment Agreement ("Agreement") is effective as of April 28, 2010 ("Effective Date"), by and between Brian Nugent ("Employee") and St. Bernard Software, a Delaware corporation ("Employer" and/or "Company"), located at 15015 Avenue of Science, San Diego, CA 92128.
EMPLOYEE SEPARATION AGREEMENT WITH RELEASE OF CLAIMSEmployee Separation Agreement • October 9th, 2007 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Employee Separation Agreement with Release of Claims (“Agreement”) is entered into, by and between St. Bernard Software, Inc. (the “Company” or “St. Bernard Software”) and Al Riedler (“You,” or “Your”) on the date it is executed by you with respect to the following facts.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2010 • St. Bernard Software, Inc. • Services-prepackaged software
THIS AMENDMENT TO EMPLOYMENT AGREEMENT dated as of April 28, 2010 (this "Amendment"), is entered into by and between Thalia Gietzen (hereinafter called "Employee"), and St. Bernard Software, Inc. (hereinafter the "Employer"), with reference to the following:
