•] Shares BRIGHTCOVE INC. Common Stock, $0.001 Par Value UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2012 • Brightcove Inc • Services-computer processing & data preparation • New York
BRIGHTCOVE INC. COMMON STOCK SALES AGREEMENTSales Agreement • February 23rd, 2023 • Brightcove Inc • Services-computer processing & data preparation • New York
Brightcove Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
AMENDED AND RESTATED] INDEMNIFICATION AGREEMENTIndemnification Agreement • April 10th, 2024 • Brightcove Inc • Services-computer processing & data preparation • Delaware
This [Amended and Restated] Indemnification Agreement (“Agreement”) is made as of [date] by and between Brightcove Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”). [This Agreement amends and restates in its entirety that certain Indemnification Agreement, dated [date], by and between the Company and the Indemnitee (the “Prior Agreement”).]
INCENTIVE STOCK OPTION AGREEMENT UNDER THE BRIGHTCOVE INC.Incentive Stock Option Agreement • July 28th, 2021 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2021 Stock Incentive Plan, as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 20th, 2015 • Brightcove Inc • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 19, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and BRIGHTCOVE INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2018 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 3rd day of May, 2018 (the “Effective Date”), between Brightcove Inc., a Delaware corporation (the “Company”), and Robert Noreck (the “Executive”). Except with respect to the Proprietary Information Agreement and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 14th, 2018 • Brightcove Inc • Services-computer processing & data preparation • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 14, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and BRIGHTCOVE INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2024 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 8th day of April, 2024, between Brightcove Inc., a Delaware corporation (the “Company”), and John Wagner (the “Executive”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BRIGHTCOVE INC.Non-Qualified Stock Option Agreement • February 6th, 2012 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2012 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCKWarrant Agreement • August 24th, 2011 • Brightcove Inc • Delaware
THIS CERTIFIES THAT, for good and valuable consideration received from TriplePoint Capital LLC (“Warrantholder”), Warrantholder is entitled to subscribe for and purchase 24,291 shares (as adjusted pursuant to provisions hereof, the “Shares”) of the fully paid and non-assessable Series B Convertible Preferred Stock of Brightcove Inc., a Delaware corporation with its principal place of business at One Cambridge Center, Cambridge, MA 02142 (the “Company”), at an exercise price per share of $2.47 (such price and such other price as shall result, from time to time, from adjustments specified herein, is hereafter referred to as the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” or “Shares” shall mean the Company’s presently authorized Series B Convertible Preferred Stock, and any stock into or for which such Series B Convertible Preferred Stock may hereafter be converted or exchanged pursuant to
INCENTIVE STOCK OPTION AGREEMENT UNDER THE BRIGHTCOVE INC.Incentive Stock Option Agreement • February 6th, 2012 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2012 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE BRIGHTCOVE INC.Non-Qualified Stock Option Agreement • July 28th, 2021 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2021 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
ATLANTIC WHARF WATERFRONT BUILDING 290 CONGRESS STREET BOSTON, MASSACHUSETTS 02210 I N D E X T O L E A S E FROM BP RUSSIA WHARF LLC TO BRIGHTCOVE INC.Lease Agreement • August 24th, 2011 • Brightcove Inc • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building known as the “Office Tower” and the “Waterfront Office Building”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2018 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 11th day of April, 2018, between Brightcove Inc., a Delaware corporation (the “Company”), and Jeff Ray (the “Executive”).
THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 7th, 2014 • Brightcove Inc • Services-computer processing & data preparation
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 3, 2014, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and BRIGHTCOVE INC., a Delaware corporation with its principal place of business at 290 Congress Street, Boston, Massachusetts 02210 (“Borrower”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BRIGHTCOVE INC.Non-Qualified Stock Option Agreement • July 28th, 2021 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2021 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2022 • Brightcove Inc • Services-computer processing & data preparation • Delaware
This Employment Agreement (“Agreement”) is made as of the 8th day of February, 2022, between Brightcove Inc., a Delaware corporation (the “Company”), and Marc DeBevoise (the “Executive”).
AGREEMENT AND PLAN OF MERGER Among BRIGHTCOVE INC. ZEBRA ACQUISITION CORPORATION, ZENCODER INC. and THE SECURITYHOLDERS’ REPRESENTATIVE Dated as of July 26, 2012Merger Agreement • July 26th, 2012 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 26, 2012, is by and among Brightcove Inc., a Delaware corporation (“Parent”), Zebra Acquisition Corporation, a Delaware corporation (“MergerCo”), Zencoder Inc., a Delaware corporation (the “Company”) and James Lindenbaum, as the Securityholders’ Representative (the “Securityholders’ Representative”). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 24th, 2011 • Brightcove Inc • Delaware
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of the 17th day of January, 2007, by and between Brightcove Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto from time to time (each, an “Investor” and, collectively, the “Investors”), and Jeremy Allaire (the “Founder”).
ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION Among BRIGHTCOVE INC., CACTI ACQUISITION LLC, UNICORN MEDIA, INC., UNICORN MEDIA OF ARIZONA, INC., U MEDIA LIMITED, and VICKIE B. WITTIE, AS THE SECURITYHOLDERS’ REPRESENTATIVE Dated as of January 6,...Asset Purchase Agreement • January 6th, 2014 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
THIS ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of January 6, 2014, is by and among Brightcove Inc., a Delaware corporation (“Parent”), Cacti Acquisition LLC, a Delaware limited liability company (“Buyer”), Unicorn Media of Arizona, Inc., an Arizona corporation, and U Media Limited, a private limited company registered in England and Wales (each, a “Seller Subsidiary” and, collectively, the “Seller Subsidiaries”), Unicorn Media, Inc., a Delaware corporation (the “Company”, and, collectively with the Seller Subsidiaries, sometimes referred to herein as the “Sellers” and each individually, a “Seller”), and Vickie B. Wittie, as the Securityholders’ Representative (the “Securityholders’ Representative”). Certain terms used in this Agreement are defined in Section 1.1 hereof. An index of defined terms used in this Agreement is set forth in Section 1.2 hereof.
Amendment to Employment AgreementEmployment Agreement • April 11th, 2018 • Brightcove Inc • Services-computer processing & data preparation
This Amendment to Employment Agreement (the “Agreement”) is made effective as of April 11, 2018 (the “Effective Date”), by and between Brightcove Inc., a Delaware Corporation (the “Company”) and Andrew Feinberg (the “Executive”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-U.S. EMPLOYEES UNDER THE BRIGHTCOVE INC.Non-Qualified Stock Option Agreement • July 28th, 2021 • Brightcove Inc • Services-computer processing & data preparation • Delaware
Pursuant to this Non-Qualified Stock Option Agreement for Non-U.S. Employees (the “Agreement”), including any addendum to this Agreement for the Optionee’s country (the “Addendum”), and the Brightcove Inc. 2021 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BRIGHTCOVE INC.Restricted Stock Unit Award Agreement • February 6th, 2012 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2012 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
Separation Notice and AgreementSeparation Agreement • March 5th, 2013 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
This letter confirms the terms of your separation from employment with Brightcove Inc. (“Brightcove” or the “Company”). It also provides you with answers to certain questions you may have about your benefits. Finally, it also describes a proposed agreement between you, Edward Godin (hereinafter, “you” or “Employee”), and the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2013 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
This Amended and Restated Employment Agreement (“Agreement”) is made as of the 25th day of July, 2013, between Brightcove Inc., a Delaware corporation (the “Company”), and Jeremy Allaire (the “Employee”) and amends, restates and fully supersedes all prior employment agreements between the Company and the Executive including, without limitation, the employment offer letter dated December 17, 2004 and the Employment Agreement dated August 8, 2011 (collectively the “Prior Agreements”);
AGREEMENTBoard Representation Agreement • February 5th, 2015 • Brightcove Inc • Services-computer processing & data preparation • Delaware
This Agreement is made as of February 5, 2015 (this “Agreement”) between Brightcove Inc., a Delaware corporation (the “Company”), and each of the parties listed on Exhibit A hereto (collectively, “Tenzing Global”). The Company and Tenzing Global are referred to herein as the “Parties.” Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 3(b) below.
FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BRIGHTCOVE INC.Performance-Based Restricted Stock Unit Award Agreement • May 1st, 2018 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2018 Inducement Plan (the “Plan”), Brightcove Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award,” and sometimes referred to as the “Agreement”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company. This Award is intended to be an inducement award pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of the NASDAQ Stock Market and is being made to the Grantee as an inducement material to the Grantee’s entering into employment with the Company.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE BRIGHTCOVE INC.Restricted Stock Unit Award Agreement • February 6th, 2012 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2012 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BRIGHTCOVE INC.Restricted Stock Unit Award Agreement • August 15th, 2012 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2012 RSU Inducement Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
Re: Separation AgreementSeparation Agreement • July 26th, 2017 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
This letter confirms your separation from employment with Brightcove Inc. (the “Company”). This letter also proposes an agreement between you and the Company.
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE BRIGHTCOVE INC.Restricted Stock Unit Award Agreement • July 28th, 2021 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2021 Stock Incentive Plan as amended through the date hereof (the “Plan”), Brightcove Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”), of the Company.
Amendment to Employment AgreementEmployment Agreement • July 26th, 2017 • Brightcove Inc • Services-computer processing & data preparation
This Amendment to Employment Agreement (the “Amendment”) is made effective as of July 24, 2017 (the “Effective Date”), by and between Brightcove Inc., a Delaware Corporation (the “Company”), and Andrew Feinberg (the “Executive”).
FOURTH LOAN MODIFICATION AGREEMENTFourth Loan Modification Agreement • November 1st, 2023 • Brightcove Inc • Services-computer processing & data preparation • Massachusetts
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of November 1, 2023, by and between SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company (“Bank”), and BRIGHTCOVE INC., a Delaware corporation with its principal place of business located at 281 Summer Street, Boston, Massachusetts 02210 (“Borrower”).
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • February 23rd, 2023 • Brightcove Inc • Services-computer processing & data preparation
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of July 29, 2019, by and between SILICON VALLEY BANK, a California corporation, with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and BRIGHTCOVE INC., a Delaware corporation with its principal place of business located at 290 Congress Street, Boston, Massachusetts 02210 (“Borrower”).
FORM OF STOCK OPTION AGREEMENT UNDER THE BRIGHTCOVE INC.Stock Option Agreement • May 1st, 2018 • Brightcove Inc • Services-computer processing & data preparation
Pursuant to the Brightcove Inc. 2018 Inducement Plan (the “Plan”), Brightcove Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option” and sometimes referred to as the “Award” or the “Agreement”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. This Award is intended to be an inducement award pursuant to Listing Rule 5635(c)(4) of the corporate governance rules of the NASDAQ Stock Market and is being made to the Optionee as an inducement material to the Optionee’s entering into employment with the Company.
