CREDIT AGREEMENTCredit Agreement • December 9th, 2011 • Silicon Graphics International Corp • Electronic computers • California
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of December 5, 2011 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), SILICON GRAPHICS FEDERAL, INC., a Delaware corporation (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”).
INDEMNITY AGREEMENTIndemnity Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into this day of , 2005 by and between RACKABLE SYSTEMS, INC., a Delaware corporation (the “Corporation”), and (“Agent”).
6,250,000 Shares Rackable Systems, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2005 • Rackable Systems, Inc. • Electronic computers • New York
Rackable Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell 6,250,000 shares (the “Firm Stock”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”).
CREDIT AGREEMENT dated as of January 27, 2015 among SILICON GRAPHICS INTERNATIONAL CORP., as the Borrower The Several Lenders from Time to Time Parties Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN...Credit Agreement • January 28th, 2015 • Silicon Graphics International Corp • Electronic computers • New York
CREDIT AGREEMENT, dated as of January 27, 2015, among SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2012 • Silicon Graphics International Corp • Electronic computers • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of _______________ by and between Silicon Graphics International Corp., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
RACKABLE SYSTEMS, INC. FIRST AMENDMENT TO THE OPTION AGREEMENTSThe Option Agreements • November 9th, 2005 • Rackable Systems, Inc. • Electronic computers
This FIRST AMENDMENT TO THE OPTION AGREEMENTS (this “Amendment”), dated September 1, 2005 (the “Effective Date”), is executed by and among Rackable Systems, Inc., a Delaware corporation (the “Company”) and Thomas K. Barton (the “Executive”). The Company and the Executive are each individually referred to in this Amendment as a “Party” and are collectively referred to in this Amendment as the “Parties.” In this Amendment, all capitalized terms that are otherwise undefined will have the respective meanings specified for such terms as set forth in the Option Agreements (as defined below).
Loan and Security AgreementSecurity Agreement • May 2nd, 2005 • Rackable Systems, Inc. • Electronic computers • California
This Intellectual Property Security Agreement is entered into as of December 17, 2002 by and between SILICON VALLEY BANK (“Secured Party”) and Rackable Systems, Inc. (“Grantor”).
RACKABLE SYSTEMS, INC. FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2005 • Rackable Systems, Inc. • Electronic computers
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”), dated September 1, 2005 (the “Effective Date”), is executed by and among Rackable Systems, Inc., a Delaware corporation (the “Company”), and Thomas K. Barton (the “Executive”). The Company and the Executive are each individually referred to in this Amendment as a “Party” and are collectively referred to in this Amendment as the “Parties.” In this Amendment, all capitalized terms that are otherwise undefined will have the respective meanings specified for such terms as set forth in the Employment Agreement (as defined below).
INDUSTRIAL SPACE LEASE (MULTI-TENANT NET)Industrial Space Lease • September 10th, 2012 • Silicon Graphics International Corp • Electronic computers • California
THIS LEASE, dated October __, 2006 for reference purposes only, is made by and between RENCO BAYSIDE INVESTORS, a California Limited Partnership (“Landlord”), and RACKABLE SYSTEMS, INC., a Delaware corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2005 • Rackable Systems, Inc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2002, between Rackable Systems, Inc., a Delaware corporation (formerly known as Rackable Corporation) (the “Company”) and Nikolai Gallo (“Executive”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG RACKABLE CORPORATION AND THE OTHER PURCHASERS SET FORTH HEREIN DATES AS OF DECEMBER 23, 2002Securities Purchase Agreement • May 2nd, 2005 • Rackable Systems, Inc. • Electronic computers • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and among Rackable Corporation, a Delaware corporation (the “Company”) and each of the Persons named in Exhibit A hereto (each, individually, a “Purchaser” and collectively, the “Purchasers”). The Company and the Purchasers are referred to herein collectively as the “Parties.”
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This Stock Repurchase Agreement (the “Agreement”) is entered into as of February 2, 2005 between Jack Randall, an individual (“Seller”), and Rackable Systems, Inc. (f/k/a Rackable Corporation), a Delaware corporation (the “Company”).
Shares Rackable Systems, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2006 • Rackable Systems, Inc. • Electronic computers • New York
Rackable Systems, Inc., a Delaware corporation (the “Company”), proposes to issue and sell shares (the “Company Firm Stock”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose severally to sell an aggregate of shares of Common Stock (the “Selling Stockholder Firm Stock” and, together with the Company Firm Stock, the “Firm Stock”).
Re: Employment Agreement Restatement and Amendment #1Rackable Systems, Inc. • March 19th, 2009 • Electronic computers • California
Rackable Systems, Inc. (the “Company”) and you entered into an employment agreement dated June 19, 2007 (attached as Exhibit A, the “Offer Letter”) governing the terms of your employment. The parties desire to restate and amend the Offer Letter based on the terms and conditions herein (“Amendment #1). (The Offer Letter, as amended by this Amendment #1, shall be collectively referred to herein as the “Agreement”). In the event of a conflict between the provisions of this Amendment #1 and the Offer Letter, the provisions of this Amendment #1 shall prevail. The parties agree that in consideration of your continued at-will employment and the exchange and receipt by the parties of other good and valuable consideration, the following terms and conditions shall govern your employment:
AMENDMENT NO. 1 to the FOUNDERS REPURCHASE AND RIGHTS AGREEMENTRepurchase and Rights Agreement • May 27th, 2005 • Rackable Systems, Inc. • Electronic computers • Delaware
THIS AMENDMENT No. 1 to the Founders Repurchase and Rights Agreement (this “Amendment”) is made effective as of May 19, 2005 by and among Rackable Systems, Inc. (f/k/a Rackable Corporation), a Delaware corporation (the “Company”), Rackable Investment LLC, a Delaware limited liability company (“Investment LLC”) and Giovanni Coglitore, Nikolai Gallo and Jack Randall. All capitalized terms not defined herein shall have the meanings set forth in the Founders Agreement (as defined below).
NET LEASE AGREEMENT by and between RACKABLE SYSTEMS, INC. (“Tenant”) and FREMONT LANDING INVESTORS, LLC (“Landlord”)Improvement Agreement • August 25th, 2006 • Rackable Systems, Inc. • Electronic computers • California
This Improvement Agreement (the “Improvement Agreement”) is hereby made a part of that certain Net Lease Agreement (the “Lease”) dated as of June 26, 2006 and made and entered into by and between Fremont Landing Investors, LLC, a Delaware limited liability company (“Landlord”), and Rackable Systems, Inc., a Delaware corporation (“Tenant”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings as are ascribed thereto in the Lease or in the exhibits attached thereto. Landlord and Tenant hereby agree as follows with respect to the construction of initial improvements in the Premises by Landlord for the benefit of Tenant:
RACKABLE SYSTEMS, INC. THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2009 • Rackable Systems, Inc. • Electronic computers
This THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Third Amendment”) dated December 23, 2008 (the “Effective Date”) is executed by and between Rackable Systems, Inc., a Delaware corporation (the “Company”), and Maurice Leibenstern (the “Executive”). The Company and the Executive are each individually referred to in this Amendment as a “Party” and are collectively referred to in this Amendment as the “Parties.”
May 23, 2007 Todd Ford Dear Todd:Rackable Systems, Inc. • May 25th, 2007 • Electronic computers • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Rackable Systems, Inc. (the “Company”) is offering to you in connection with your employment transition.
EMPLOYMENT AGREEMENTOption Agreement • February 4th, 2005 • Rackable Systems, Inc. • California
THIS OPTION AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and between Rackable Systems, Inc., a Delaware corporation (f/k/a Rackable Corporation) (the “Company”) and Todd Ford (“Executive”). Any capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in Section 2 hereof.
INDUSTRIAL SPACE LEASE (MULTI-TENANT NET)Acceptance Agreement • November 6th, 2006 • Rackable Systems, Inc. • Electronic computers • California
This Lease, dated October __, 2006 for reference purposes only, is made by and between Renco Bayside Investors, a California Limited Partnership (“Landlord”), and Rackable Systems, Inc., a Delaware corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
SECURED CREDITOR ASSET PURCHASE AGREEMENTAssignment and Assumption Agreement • March 1st, 2010 • Silicon Graphics International Corp • Electronic computers • Colorado
This SECURED CREDITOR ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 23, 2010, by and between SILICON VALLEY BANK, a California State Chartered Bank, as agent for itself and for Gold Hill Venture Lending 03, LP (collectively, “Seller”), and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Purchaser”), with the consent and acknowledgement of ERIC N. GROTHE, as the Receiver (defined below) of Copan Systems, Inc. a Delaware corporation (the “Borrower”) .
RACKABLE SYSTEMS, INC. (f/k/a RACKABLE CORPORATION) DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2002, by and between Todd Ford (the “Executive”) and Rackable Systems, Inc. (f/k/a Rackable Corporation), a Delaware corporation (the “Company”). This Agreement is intended to provide compensation to the Executive. In consideration for the services you have provided to the Company, and as payment in full for such services, the Company and the Executive hereto agree as follows:
JOINT FILING AGREEMENTExhibit 1 • February 14th, 2011 • Silicon Graphics International Corp • Electronic computers
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • November 21st, 2005 • Rackable Systems, Inc. • Electronic computers • California
THIS AGREEMENT is made as of November 16, 2005, (“Effective Date”) by and between RACKABLE SYSTEMS, INC and its successors or assignees (“Company”) and the undersigned JACK RANDALL (“Contractor”).
SILICON GRAPHICS INTERNATIONAL CORP. FIRST AMENDMENT TO EMPLOYMENT LETTEREmployment Letter • November 4th, 2013 • Silicon Graphics International Corp • Electronic computers
This FIRST AMENDMENT TO EMPLOYMENT LETTER (this “First Amendment”), effective February 21, 2013 (the “Effective Date”), is executed by and between Silicon Graphics International Corp., a Delaware corporation (“SGI”), and Jorge Titinger (the “Executive”). SGI and the Executive are each individually referred to as a “Party” and are collectively referred to as the “Parties” herein.
AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • November 14th, 2014 • Silicon Graphics International Corp • Electronic computers
This Amendment Number Seven to Credit Agreement and Waiver (this “Amendment”) is entered into as of November 10, 2014, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), and SILICON GRAPHICS FEDERAL, LLC, a Delaware limited liability company (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), on the other hand, with reference to the following facts:
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • November 4th, 2013 • Silicon Graphics International Corp • Electronic computers
This Amendment Number Five to Credit Agreement and Waiver (“Amendment”) is entered into as of July 12, 2013, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), on the one hand, and SILICON GRAPHICS INTERNATIONAL CORP., a Delaware corporation (“Parent”), SILICON GRAPHICS FEDERAL, LLC, a Delaware corporation, f/k/a Silicon Graphics Federal, Inc. (“Silicon Federal”; and together with Parent each individually a “Borrower”, and individually and collectively, jointly and severally, the “Borrowers”), on the other hand, with reference to the following facts:
REPURCHASE AGREEMENTRepurchase Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
This REPURCHASE AGREEMENT (this “Agreement”) is made and shall become effective as of October 4, 2004, by and among Rackable Systems, Inc., a Delaware corporation (f/k/a Rackable Corporation) (the “Company”), and Rackable Investment LLC, a Delaware limited liability company (“Investor”).
AMENDMENT NO. 2 TO RACKABLE SYSTEMS, INC. REGISTRATION AGREEMENTRegistration Agreement • May 27th, 2005 • Rackable Systems, Inc. • Electronic computers • Delaware
THIS AMENDMENT NO. 2 TO RACKABLE SYSTEMS, INC. REGISTRATION AGREEMENT (this “Amendment Agreement”), dated as of May 19, 2005, is adopted, executed and agreed to, for good and valuable consideration, by each of Rackable Systems, Inc., a Delaware corporation (f/k/a Rackable Corporation) (the “Company”), Rackable Investment LLC, a Delaware limited liability company (the “Investor”), Giovanni Coglitore, Nikolai Gallo and Jack Randall. All capitalized terms not defined herein shall have the meanings set forth in the Registration Agreement (as defined below).
SILICON GRAPHICS INTERNATIONAL CORP. FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2011 • Silicon Graphics International Corp • Electronic computers
This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT, dated June 13, 2011 (the “Effective Date”), is executed by and between Silicon Graphics International Corp. (f.k.a. Rackable Systems, Inc.), a Delaware corporation (the “Company”), and Tim Pebworth (the “Executive”). The Company and the Executive are each individually referred to as a “Party” and are collectively referred Amendment as the “Parties” herein.
SEPARATION AGREEMENTSeparation Agreement • October 21st, 2016 • Silicon Graphics International Corp • Electronic computers • California
This Separation Agreement (the “Agreement”) sets forth the terms of your separation from employment with Silicon Graphics International Corp. (the ”Company”).
WAIVER AND AMENDMENTWaiver and Amendment • May 10th, 2007 • Rackable Systems, Inc. • Electronic computers • California
WAIVER AND AMENDMENT, dated as of March 31, 2007, to that certain Loan Agreement, dated as of September 29, 2006 (the “Closing Date”) (the “Loan Agreement”), between RACKABLE SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (“Borrower”), and HSBC Bank USA, National Association a bank organized under the laws of the United States (“Bank”).
First Amendment to Retention Bonus AgreementRetention Bonus Agreement • January 11th, 2007 • Rackable Systems, Inc. • Electronic computers
This First Amendment to Retention Bonus Agreement (“First Amendment”), effective as of January 9, 2007 (“First Amendment Effective Date”), is made and entered into between Rackable Systems, Inc., a Delaware corporation (the “Company”), and Giovanni Coglitore, (the “Executive”). The Company and the Executive are each individually referred to in this First Amendment as a “Party” and are collectively referred to in this Agreement as the “Parties.”
June 29, 2012 James WheatJames Wheat • July 12th, 2012 • Silicon Graphics International Corp • Electronic computers • California
This Separation Agreement (the “Agreement”) sets forth the terms of your separation from employment with Silicon Graphics International Corp. (the “Company”).
RACKABLE SYSTEMS, INC. REGISTRATION AGREEMENTRegistration Agreement • February 4th, 2005 • Rackable Systems, Inc. • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of December 23, 2002, by and among Rackable Systems, Inc., a Delaware corporation (formerly known as Rackable Corporation) (the “Company”), the Persons listed from time to time on the Investor Registrable Securities Schedules attached hereto, (collectively, the “Investor”), Giovani Coglitore, Nikolai Gallo, and Jack Randall (the “Founders”) and each of the holders of Registrable Securities who may from time to time become a party hereto by executing a counterpart to this Agreement.
