GLASSHOUSE TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between GlassHouse Technologies, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
GLASSHOUSE TECHNOLOGIES, INC. Executive Retention AgreementExecutive Retention Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Massachusetts
This Executive Retention Agreement (this “Agreement”) is made and entered into effective as of March 1, 2004 (the “Effective Date”), by and between Mark Shirman (the “Employee”) and GlassHouse Technologies, Inc, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
GlassHouse Technologies, Inc. Common Stock, $0.001 Par Value Per Share Underwriting AgreementUnderwriting Agreement • August 17th, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • New York
GlassHouse Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Common Stock, $0.001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
GLASSHOUSE TECHNOLOGIES, INC. Employment AgreementEmployment Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
In consideration of my employment or continued employment, as the case may be, by Glass House Technologies, Inc. (the “Company”), and the grant of options to purchase shares of common stock, par value $.001 (“Common Stock”), of the Company, I, the undersigned employee, hereby agree with the Company as follows:
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • August 17th, 2011 • 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”).
Underwriting AgreementUnderwriting Agreement • December 18th, 2007 • GlassHouse Technologies Inc • New York
GlassHouse Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of Common Stock, $0.001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
MASTER RELATIONSHIP AGREEMENTMaster Relationship Agreement • September 9th, 2011 • 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
GLASSHOUSE TECHNOLOGIES, INC. SERIES F PREFERRED STOCK PURCHASE AGREEMENT Dated as of December 23, 2010Series F Preferred Stock Purchase Agreement • June 15th, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Series F Preferred Stock Purchase Agreement (this “Agreement”) is made as of this 23rd day of December, 2010, by and between GlassHouse Technologies, Inc., a Delaware corporation (together with any predecessors or successors thereto as the context requires, the “Company”) and the investor named in Exhibit A attached hereto (the “Investor”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 15th, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of March 6, 2008, by and among GlassHouse Technologies, Inc., a Delaware corporation (“Company”), and Dell Products L.P., a Texas limited partnership (“Investor”).
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 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
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.
1. Definitions and interpretation 1 2. Appointment 5 3. Term 6 4. Duties of the Executive 6 5. Hours of work 7 6. Principal place of work 7 7. Salary 7 8. Expenses 7 9. Benefits 8 10. Holidays 8 11. Sickness or injury 9 12. Termination of and...Service Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • California
THIS LOAN AND SECURITY AGREEMENT NO. 4091 (this “Agreement”) is entered into as of June 30, 2004, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
SUBLEASE AGREEMENTSublease Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
This SUBLEASE AGREEMENT (this “Sublease”) is made as of October 30, 2002 by and between NMS Communications Corporation (f/k/a NATURAL MICROSYSTEMS CORPORATION), a Delaware corporation (“Sublandlord”) and Glasshouse Technologies, Inc., a Delaware corporation and having a current address of 1671 Worcester Road, 4th Floor, Framingham, MA 01701 (“Subtenant”).
June 14, 2007 Ms. Linda Krysieniel, Facilities and Travel Manager NMS Communications CorporationGlassHouse Technologies Inc • January 28th, 2010 • Services-computer integrated systems design
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.
GLASSHOUSE TECHNOLOGIES, INC.Option Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
THIS OPTION AGREEMENT (the “Option Agreement”) is made by and between GlassHouse technologies, Inc, a Delaware corporation (the “Company”), and (the “Optionee”).
May 31, 2005GlassHouse Technologies Inc • January 28th, 2010 • Services-computer integrated systems design
FOURTH SUBLEASE AGREEMENT AMENDMENTFourth Sublease Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
This amendment (this “Amendment”) is made as of March 12, 2008, to the Sublease Agreement (the “Sublease”) dated the 30th day of October in the year 2002, as amended on August 20, 2003, April 7, 2004 and April 21, 2006, between NMS Communications Corporation (“Sublandlord”) and Glasshouse Technologies, Inc. (the “Subtenant”), for and in consideration of the promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The parties hereto hereby agree, as follows:
AMENDMENT NO. 02 TO THE LOAN AND SECURITY AGREEMENT DATED JUNE 30, 2004 Dated July 31, 2006The Loan and Security Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • California
THIS AMENDMENT NO. 02 (“Amendment 02”) to that certain Loan and Security Agreement No. 4091 dated June 30, 2004 (the “Agreement”) is entered into as of July 27, 2006 , by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 15th, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Massachusetts
THIS AMENDMENT NO. 1 (this “Amendment”) is entered into as of June 17, 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”).
AMENDMENT NO. 09Secured Promissory Note • January 14th, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • California
This AMENDMENT NO. 09 this (“Amendment 09”) is entered into as of September 30, 2010 by LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) with reference to the following:
Amendment No. 1 to Intellectual Property License AgreementIntellectual Property License Agreement • August 17th, 2011 • GlassHouse Technologies Inc • Services-computer integrated systems design • Delaware
This Amendment No. 1 (the “Amendment”) to that certain Intellectual Property License Agreement (the “License Agreement”), effective as of March 6, 2008, by and between GlassHouse Technologies, Inc., a Delaware corporation (“GlassHouse”), and Dell Marketing L.P., a Texas limited partnership located at One Dell Way, Round Rock, Texas 78682 (“Dell”), is effective as of June 24, 2011 (the “Amendment No. 1 Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement.
SECOND SUBLEASE AGREEMENT AMENDMENTSecond Sublease Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
This amendment (this “Amendment”) is made as of April 7, 2004, to the Sublease Agreement (the “Sublease”) dated the 30th day of October in the year 2002, as amended on August 20, 2003, between NMS Communications Corporation (“Sublandlord”) and Glasshouse Technologies, Inc. (the “Subtenant”) for and in consideration of the promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The parties hereto hereby agree, as follows:
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.
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.”
CONSENT TO FOURTH AMENDMENT OF SUBLEASE AGREEMENTSublease Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design
Reference is hereby made to that certain Consent to Sublease dated as of October 25, 2002 as amended by Consent to First Amendment to Sublease and Consent to Second Amendment to Sublease and Consent to Third Amendment to Sublease Agreement Amendment (collectively, the “Consent”) by and among NDNE 9/90 200 Crossing Boulevard, LLC (“Overlandlord”), NMS Communications Corporation (f/k/a Natural MicroSystems Corporation) (“Sublandlord”) and Glasshouse Technologies, Inc. (“Subtenant”) pursuant to which Overlandlord granted its consent to the execution and delivery of a certain Sublease Agreement dated as of October 15, 2002 by and between Sublandlord and Subtenant as amended by Sublease Agreement Amendments dated August, 20, 2003, April 7, 2004 and April 21, 2006 (collectively the “Sublease Agreement”) with respect to a subletting of 12,006 rentable square feet of space (the “Leased Premises”) in the Building owned by Overlandlord and known as 200 Crossing Boulevard, Framingham, Massachuset
MASTER RELATIONSHIP AGREEMENTMaster Relationship Agreement • August 17th, 2011 • 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”).
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. 08GlassHouse Technologies Inc • January 14th, 2011 • Services-computer integrated systems design
This AMENDMENT NO. 08 this (“Amendment 08”) is entered into as of June 17, 2010 by LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”) with reference to the following:
AMENDMENT NO. 03 TO THE LOAN AND SECURITY AGREEMENT DATED JUNE 30, 2004 Dated March 20, 2007Loan and Security Agreement • January 28th, 2010 • GlassHouse Technologies Inc • Services-computer integrated systems design • California
THIS AMENDMENT NO. 03 (“Amendment 03”) to that certain Loan and Security Agreement No. 4091 dated June 30, 2004 (the “Agreement”) is entered into as of March 20, 2007, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and GLASSHOUSE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).
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”).
