SPLUNK INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 9, 2021 0.75% Convertible Senior Notes due 2026Indenture • July 9th, 2021 • Splunk Inc • Services-prepackaged software • New York
INDENTURE, dated as of July 9, 2021, between SPLUNK INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
SPLUNK INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 12th, 2012 • Splunk Inc • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Splunk Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
6,000,000 Shares SPLUNK INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2014 • Splunk Inc • Services-prepackaged software • New York
Splunk Inc., a Delaware corporation, (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 6,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 900,000 shares of common stock, par value $0.001 per share, of the Company (the “Additional Shares”) if and to the extent that you, as Representatives of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby a
·] Shares SPLUNK INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2012 • Splunk Inc • Services-prepackaged software • New York
Certain stockholders of Splunk Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”), severally and not jointly, propose to sell to the several Underwriters named in Schedule III hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”), with each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
INVESTMENT AGREEMENT by and among SPLUNK INC., Silver Lake Alpine, L.P. Silver Lake Alpine (Offshore Master), L.P. and Silver Lake Partners VI, L.P. Dated as of June 22, 2021Investment Agreement • June 22nd, 2021 • Splunk Inc • Services-prepackaged software • Delaware
This INVESTMENT AGREEMENT (this “Agreement”), dated as of June 22, 2021 is by and among Splunk Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”) and the several Purchasers listed on Schedule I hereto (together with their successors and any respective Affiliates thereof that become a Purchaser party hereto in accordance with Section 6.07 and, if applicable, Section 4.02, each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2013 • Splunk Inc • Services-prepackaged software
THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 1st day of March, 2013, but effective as of February 28, 2013, by and between SILICON VALLEY BANK (“Bank”) and SPLUNK INC., a Delaware corporation (“Borrower”).
January 11, 2012Employment Agreement • February 17th, 2012 • Splunk Inc • Services-prepackaged software • California
This letter agreement (the “Agreement”) is entered into between Splunk, Inc. (“Company” or “we”) and David Conte (“Employee” or “you”). This Agreement is effective as of January 11, 2012 (“Effective Date”). The purpose of this letter is to confirm the current terms and conditions of your employment and to specify your treatment upon certain terminations of employment.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 12th, 2012 • Splunk Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 29, 2009 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SPLUNK 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:
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 21st, 2023 • Splunk Inc • Services-prepackaged software • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of September 20, 2023, by and among Cisco Systems, Inc., a Delaware corporation (“Parent”), each Person listed on Schedule A hereto (each, a “Stockholder”) and Splunk Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERSMerger Agreement • December 4th, 2019 • Splunk Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGERS (this “Agreement”) is made and entered into as of August 21, 2019 (the “Agreement Date”), by and among: SPLUNK INC., a Delaware corporation (“Parent”); SOLIS MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II”); SOLIS MERGER SUB I, INC., a Delaware corporation and a wholly owned Subsidiary of Merger Sub II (“Merger Sub I,” and, together with Merger Sub II, the “Merger Subs”); SIGNALFX, INC., a Delaware corporation (together with each corporation or other Entity that has been merged into or that otherwise is a predecessor thereto, the “Company”); and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Agent (as defined in Section 11.1). Certain capitalized terms used in this Agreement are defined in Exhibit A.
October 30, 2018Employment Agreement • December 7th, 2018 • Splunk Inc • Services-prepackaged software • California
Congratulations on your new leadership role! This letter agreement (the “Agreement”) is entered into between Splunk Inc. (“Splunk” or the “Company”) and you. The purpose of this letter is to confirm the current terms and conditions of your employment with Splunk and to specify your treatment upon certain terminations of employment. This Agreement supersedes and replaces your prior offer letter dated January 24, 2012, as amended on March 28, 2012.
Agreement and Plan of Merger by and among Cisco Systems, Inc., Spirit Merger Corp. and Splunk Inc. September 20, 2023Merger Agreement • September 21st, 2023 • Splunk Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 20, 2023 (the “Agreement Date”), by and among Cisco Systems, Inc., a Delaware corporation (“Parent”), Spirit Merger Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Splunk Inc., a Delaware corporation (the “Company”).
CUPERTINO CITY CENTER NET OFFICE LEASE by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership, as Lessor and SPLUNK, INC., a Delaware corporation as LesseeNet Office Lease • January 12th, 2012 • Splunk Inc • California
For and in consideration of rentals, covenants, and conditions hereinafter set forth, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the herein described Premises for the term, at the rental rate specified herein and subject to and upon all of the terms, covenants and agreements set forth in this lease (“Lease”):
SPLUNK INC.Performance Unit Award Agreement • June 9th, 2015 • Splunk Inc • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Splunk Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Unit Award Agreement, including the exhibits and any Addendum, which includes any applicable country-specific provisions (together, the “Award Agreement”).
SPLUNK INC.Restricted Stock Unit Award Agreement • April 24th, 2012 • Splunk Inc • Services-prepackaged software • California
Unless otherwise defined herein, the terms defined in the Splunk Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement, including the Addendum which includes any applicable country-specific provisions (together, the “Award Agreement”).
Re: Splunk Inc.Confidentiality Agreement • September 9th, 2022 • Splunk Inc • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) is by and between Hellman & Friedman Advisors LLC, a Delaware limited liability company (“H&F”), and Splunk Inc., a Delaware corporation (the “Company”). The Company and H&F are each herein referred to as a “party” and, collectively, the “parties.”
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • November 26th, 2012 • Splunk Inc • Services-prepackaged software
This SECOND AMENDMENT TO OFFICE LEASE (“Second Amendment”) is made and entered into as of the 20th day of November, 2012, by and between KILROY REALTY, L.P., a Delaware limited partnership (“Landlord”), and SPLUNK INC., a Delaware corporation (“Tenant”).
SPLUNK INC. INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENTInducement Restricted Stock Unit Award Agreement • April 11th, 2022 • Splunk Inc • Services-prepackaged software • California
This award constitutes a non-plan “inducement award” as contemplated by The Nasdaq Stock Market Listing Rule 5635(c)(4) and is therefore not made under the Splunk Inc. 2012 Equity Incentive Plan (the “Plan”). Nonetheless, this award is subject to the terms and conditions of the Plan as if it were granted under the Plan. Unless otherwise defined herein, the terms defined in the Plan will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
SPLUNK INC. INDUCEMENT PERFORMANCE UNIT AWARD AGREEMENTInducement Performance Unit Award Agreement • April 11th, 2022 • Splunk Inc • Services-prepackaged software • California
This award constitutes a non-plan “inducement award” as contemplated by The Nasdaq Stock Market Listing Rule 5635(c)(4) and is therefore not made under the Splunk Inc. 2012 Equity Incentive Plan (the “Plan”). Nonetheless, this award is subject to the terms and conditions of the Plan as if it were granted under the Plan. Unless otherwise defined herein, the terms defined in the Plan will have the same defined meanings in this Performance Unit Award Agreement, including the exhibits and any Addendum, which includes any applicable country-specific provisions (together, the “Award Agreement”).
March 23, 2012Employment Agreement • June 13th, 2012 • Splunk Inc • Services-prepackaged software • California
This letter agreement (the “Agreement’) is entered into between Sp1unk Inc. (“Company” or “we”) and Guido Schroeder (“Employee” or “you”). This Agreement is effective as ofMarch 22, 2012 (“Effective Date”).
November 16, 2015Transition Agreement • March 30th, 2016 • Splunk Inc • Services-prepackaged software
On behalf of the Board of Directors (“Board”), we thank you for your extraordinary leadership over the last seven years and look forward to your continued service as Board Chair. This letter sets forth the terms of your transition from President and Chief Executive Officer to non-executive Chair of the Board, effective on November 19, 2015. This letter agreement (the “Agreement”) is entered into between Splunk Inc. (“Company” or “we”) and Godfrey R. Sullivan (“Employee” or “you”).
January 11, 2012Employment Agreement • January 12th, 2012 • Splunk Inc • California
This letter agreement (the “Agreement”) is entered into between Splunk, Inc. (“Company” or “we”) and Godfrey Sullivan (“Employee” or “you”). This Agreement is effective as of January 11, 2012 (“Effective Date”). The purpose of this letter is to confirm the current terms and conditions of your employment and to specify your treatment upon certain terminations of employment.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 17th, 2012 • Splunk Inc • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 29, 2009 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and SPLUNK 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:
OFFICE LEASE Between BRANNAN PROPCO, LLC (Landlord) and SPLUNK, INC. (Tenant)Office Lease • January 12th, 2012 • Splunk Inc • California
THIS OFFICE LEASE (“Lease”), dated as of March 6, 2008 (“Lease Date”) is made and entered into by and between BRANNAN PROPCO, LLC, a Delaware limited liability company (“Landlord”), and SPLUNK, INC., a Delaware corporation (“Tenant”) upon the following terms and conditions:
April 29, 2019 Mr. Doug Merritt c/o Splunk Inc.Severance Agreement • June 6th, 2019 • Splunk Inc • Services-prepackaged software
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • September 8th, 2016 • Splunk Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO THE OFFICE LEASE AGREEMENT (the “First Amendment”) is dated May 23, 2016 and is between FRIT SAN JOSE TOWN AND COUNTRY VILLAGE, LLC, a California limited liability company, by its managing member, STREET RETAIL, INC., a Maryland corporation (“Landlord”), and SPLUNK INC., a Delaware corporation (“Tenant”).
San Francisco, CA 94107 May 23, 2023 Christian SmithEmployment Agreement • May 25th, 2023 • Splunk Inc • Services-prepackaged software
This letter agreement (the “Agreement”) is entered into between Splunk Inc. (“Splunk” or the “Company”) and you. The purpose of this Agreement is to confirm the current terms and conditions of your employment with Splunk and to specify your treatment upon certain terminations of employment. This Agreement supersedes and replaces your prior offer letter dated December 22, 2016 (the “Prior Offer Letter”) and amendments thereto, if any.
Form of Section 280G Mitigation AcknowledgementSection 280g Mitigation Acknowledgement • December 21st, 2023 • Splunk Inc • Services-prepackaged software
As you are aware, on September 20, 2023, Splunk Inc., a Delaware corporation (the “Company”), Cisco Systems, Inc., a Delaware corporation (“Parent”), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub shall merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly-owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement (the “Transactions”).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • September 8th, 2016 • Splunk Inc • Services-prepackaged software
This THIRD AMENDMENT TO OFFICE LEASE ("Third Amendment") is made and entered into as of the 11th day of December, 2015, by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and SPLUNK INC., a Delaware corporation ("Tenant").
Re: Transition Plan and Release Agreement Dear Richard,Transition Plan and Release Agreement • March 30th, 2018 • Splunk Inc • Services-prepackaged software • California
Thank you for all your work on behalf of Splunk. We wish you all the best as you move forward. This letter and the enclosed Release Agreement set forth our agreements regarding your transition and termination of employment with Splunk Inc. (“Splunk” or the “Company”). This letter explains your rights and obligations and those of the Company during your employment and upon termination of your employment. The Release Agreement shall govern any conflict with the contents of this letter.
San Francisco, CA 94107 Via Electronic Mail March 1, 2022 Teresa Carlson teresa@splunk.com Re: Transition and Separation Agreement Dear Teresa,Transition and Separation Agreement • May 26th, 2022 • Splunk Inc • Services-prepackaged software • Florida
Thank you for your leadership over the last year. We wish you all the best as you move forward. This transition and separation agreement (this “Agreement”) confirms our agreement regarding your transition out of Splunk Inc. (“Splunk” or the “Company”) and the end of your employment.
OFFICE LEASE AGREEMENT BETWEEN FRIT SAN JOSE TOWN AND COUNTRY VILLAGE, LLC, LANDLORD AND SPLUNK INC., TENANT DATE: AUGUST 24, 2015Office Lease Agreement • December 10th, 2015 • Splunk Inc • Services-prepackaged software • California
THIS OFFICE LEASE AGREEMENT (this “Lease”) is made this 24th day of August, 2015, by and between FRIT SAN JOSE TOWN AND COUNTRY VILLAGE, LLC, a California limited liability company, by its managing member, STREET RETAIL, INC., a Maryland corporation (“Landlord”), and SPLUNK INC., a Delaware corporation (“Tenant”).
Re: Separation Agreement Dear Shawn:Separation Agreement • August 25th, 2022 • Splunk Inc • Services-prepackaged software • Washington
Thank you for your work on behalf of Splunk Inc. (“Splunk” or the “Company”). This separation agreement (the “Agreement”) confirms our agreement regarding your resignation of employment from Splunk.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 17th, 2012 • Splunk Inc • Services-prepackaged software • California
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2007 by and among Splunk Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A attached hereto (the “Investors”) and the persons listed on Exhibit B attached hereto (the “Stockholders”).
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 29th, 2017 • Splunk Inc • Services-prepackaged software
THIS SECOND AMENDMENT TO THE OFFICE LEASE AGREEMENT (the “Second Amendment”) is dated December 12, 2016 and is between FRIT SAN JOSE TOWN AND COUNTRY VILLAGE, LLC, a California limited liability company, by its managing member, STREET RETAIL, INC., a Maryland corporation (“Landlord”), and SPLUNK INC., a Delaware corporation (“Tenant”).
