FIREEYE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 24, 2018 0.875% Convertible Senior Notes due 2024Indenture • May 25th, 2018 • FireEye, Inc. • Computer peripheral equipment, nec • New York
INDENTURE dated as of May 24, 2018 between FireEye, 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).
FIREEYE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2013 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between FireEye, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
ContractWarrant Agreement • August 2nd, 2013 • FireEye, Inc. • Computer peripheral equipment, nec • 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.
FIREEYE, INC. $400,000,000 1.000% CONVERTIBLE SENIOR NOTES DUE 2035 $400,000,000 1.625% CONVERTIBLE SENIOR NOTES DUE 2035 PURCHASE AGREEMENTPurchase Agreement • May 29th, 2015 • FireEye, Inc. • Computer peripheral equipment, nec • New York
On the basis of the foregoing and in reliance thereon and subject to the limitations and qualifications set forth herein, we are of the opinion that:
AGREEMENT AND PLAN OF MERGER between GOOGLE LLC, DUPIN INC. and MANDIANT, INC. Dated March 7, 2022Merger Agreement • March 9th, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec • Delaware
This agreement and plan of merger (this “Agreement”) is dated March 7, 2022, between Google LLC, a Delaware limited liability company (“Parent”), Dupin Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Mandiant, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIREEYE, INC., VIKING MERGER CORPORATION, VIKING MERGER LLC, VERODIN, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS STOCKHOLDER REPRESENTATIVEMerger Agreement • May 28th, 2019 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 28, 2019 by and among FireEye, Inc., a Delaware corporation (“Parent”), Viking Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Viking Merger LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Verodin, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN FIREEYE, INC. AND BTO DELTA HOLDINGS DE L.P. Dated as of November 18, 2020Securities Purchase Agreement • November 19th, 2020 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
This SECURITIES PURCHASE AGREEMENT dated as of November 18, 2020 (this “Agreement”) is by and between FireEye, Inc., a Delaware corporation (the “Company”), and BTO Delta Holdings DE L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FIREEYE, INC. AND BLACKSTONE DELTA HOLDINGS DE L.P. Dated as of December 11, 2020Registration Rights Agreement • December 11th, 2020 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
This Agreement is entered into in connection with the closing of the issuance of 370,000 shares of Series A Convertible Preferred Stock, which are convertible into shares of Common Stock, pursuant to the Securities Purchase Agreement, dated as of November 18, 2020, as amended by that certain Amendment to the Securities Purchase Agreement, dated as of December 11, 2020, by and between the Company and the Investor (the “Securities Purchase Agreement”).
May 27, 2015Forward Stock Purchase Transaction • May 29th, 2015 • FireEye, Inc. • Computer peripheral equipment, nec • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and FireEye, Inc. (“Issuer” or “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIREEYE, INC. MERCURY MERGER CORPORATION MERCURY MERGER LLC MANDIANT CORPORATION AND SHAREHOLDER REPRESENTATIVE SERVICES LLC AS STOCKHOLDER REPRESENTATIVE DECEMBER 30, 2013Agreement and Plan of Reorganization • January 2nd, 2014 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of December 30, 2013 by and among FireEye, Inc., a Delaware corporation (“Parent”), Mercury Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Mercury Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Mandiant Corporation, a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as stockholder representative (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
FIREEYE, INC. August 1, 2013Employment Agreement • August 21st, 2013 • FireEye, Inc. • Computer peripheral equipment, nec • California
This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and Alexa King (“you”). This Agreement is effective as of the date hereof (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 3rd, 2014 • FireEye, Inc. • Computer peripheral equipment, nec • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 26, 2011 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and FIREEYE, 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:
FIREEYE, INC. February 11, 2020Employment Agreement • February 21st, 2020 • FireEye, Inc. • Computer peripheral equipment, nec • California
This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and Peter Bailey (“you”). This Agreement is effective as of the date hereof (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Flextronics Design and Manufacturing Services AgreementDesign and Manufacturing Services Agreement • September 9th, 2013 • FireEye, Inc. • Computer peripheral equipment, nec • California
This Design and Manufacturing Services Agreement (the “Agreement”) is made as of September 28th 2012 (the “Effective Date”), by and between FireEye Incorporated, having its place of business at 1440 McCarthy Blvd Milpitas, CA 95035 (“Customer”) and Flextronics Telecom Systems, Ltd., having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).
FIRST AMENDMENTLease Agreement • March 1st, 2018 • FireEye, Inc. • Computer peripheral equipment, nec
THIS FIRST AMENDMENT (the “Amendment”) is dated for reference purposes as of December 1, 2016, by and between 601 MCCARTHY OWNER, LLC, a Delaware limited liability company (“Landlord”), and FIREEYE, INC., a Delaware corporation (“Tenant”).
ContractService Agreement • August 2nd, 2013 • FireEye, Inc. • Computer peripheral equipment, nec • California
This Agreement (“Agreement”) is entered into as of 9/29, 2010 (the “Effective Date”) between AMAX Information Technologies, with its principal place of business at 1565 Reliance Way Fremont, California 94539 (“AMAX”) and FireEye Inc., with its principal place of business at 1390 McCarthy Blvd, Milpitas, CA 95035 (“Customer”).
SECOND AMENDMENTLease Amendment • March 1st, 2018 • FireEye, Inc. • Computer peripheral equipment, nec
THIS SECOND AMENDMENT (the “Amendment”) is made and entered into as of October 19, 2017, by and between 601 MCCARTHY OWNER, LLC, a Delaware limited liability company (“Landlord”), and FIREEYE, INC., a Delaware corporation (“Tenant”).
CONVERSION, VOTING AND SUPPORT AGREEMENTConversion, Voting and Support Agreement • March 9th, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec • Delaware
This CONVERSION, Voting and Support Agreement (this “Agreement”) is made and entered into as of March 7, 2022, by and among Google LLC, a Delaware limited liability company (“Parent”), each Person listed on Schedule A hereto (each, a “Stockholder”) and, solely for the purposes of Section 1.6, Section 3.1, Section 4.3, Section 4.4(a), Section 4.4(c), Section 4.5, Exhibit A, ARTICLE V, and ARTICLE VI, Mandiant, Inc., a Delaware corporation (the “Company”).
KEY EMPLOYEE NON-COMPETITION AGREEMENTKey Employee Non-Competition Agreement • August 5th, 2016 • FireEye, Inc. • Computer peripheral equipment, nec • Virginia
This Key Employee Non-Competition Agreement (this “Agreement”) is being executed and delivered as of December 30, 2013 by Travis Reese (“Employee”) in favor and for the benefit of FireEye, Inc., a Delaware corporation (“Parent”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FIREEYE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DECEMBER 27, 2012Investors’ Rights Agreement • August 2nd, 2013 • FireEye, Inc. • Computer peripheral equipment, nec • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of December 27, 2012, by and among FireEye, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively, the “Investors”.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 12, 2022, between MANDIANT, INC. (F/K/A FIREEYE, INC.), a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
Amendment #2 to Flextronics Design and Manufacturing Services Agreement (MSA)Flextronics Design and Manufacturing Services Agreement • August 2nd, 2019 • FireEye, Inc. • Computer peripheral equipment, nec
THIS AMENDMENT #2 to the Flextronics Manufacturing Services Agreement dated September 28, 2012 as last amended on October 1st, 2018, (“Agreement”) between FireEye Incorporated, having a place of business at 601 McCarthy Blvd., Milpitas, California 95035 (“Customer”) and Flextronics Telecom Systems, Ltd., having a place of business at Suite 402, St. James Court, St. Denis Street, Port Louis, Mauritius (“Flextronics”) shall be effective April 1, 2019 (“Amendment Effective Date”).
FIREEYE, INC. August 1, 2013Employment Agreement • August 21st, 2013 • FireEye, Inc. • Computer peripheral equipment, nec • California
This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and Jeffrey C. Williams (“you”). This Agreement is effective as of the date hereof (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
TRANSITION AGREEMENTTransition Agreement • February 2nd, 2017 • FireEye, Inc. • Computer peripheral equipment, nec • California
This TRANSITION AGREEMENT (this “Agreement”) is entered into as of February 2, 2017, by and between FireEye, Inc., a Delaware corporation (the “Company”), and Michael J. Berry (“Executive”).
TRANSITION AGREEMENTTransition Agreement • October 8th, 2021 • Mandiant, Inc. • Computer peripheral equipment, nec • California
This Transition Agreement (“Agreement”) is made by and between Alexa King (“Executive”) and Mandiant, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
December 24, 2013 Kevin Mandia c/o Mandiant Corporation Dear Kevin,Employment Agreement • January 2nd, 2014 • FireEye, Inc. • Computer peripheral equipment, nec • California
FireEye Inc., a Delaware corporation (the “Company” or “FireEye”), is anticipating entering into an Agreement and Plan of Reorganization (the “Merger Agreement”) with certain parties pursuant to which Mandiant Corporation (“Mandiant”) will become acquired by the Company. This offer letter will govern your employment with the Company effective as of, and contingent upon, the Closing (as defined in the Merger Agreement). Your employment with the Company will commence as of the date of the Closing (the “Start Date”). As of the Start Date, the terms and conditions of this offer letter will supersede in their entirety any commitments or promises that may have been made to you by Mandiant, the Company or any other person and any employment agreement, offer letter, or similar agreement regarding your employment with Mandiant or the Company (including, for the avoidance of doubt, any severance obligations). If the Closing does not occur, this offer letter will not take effect. This will confir
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 8th, 2021 • Mandiant, Inc. • Computer peripheral equipment, nec
This AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Amendment”) is entered into as of October 8, 2021 (the “Effective Date”) by and among Magenta Buyer LLC, a Delaware limited liability company (“Buyer”), and Mandiant, Inc. (f/k/a FireEye, Inc.), a Delaware corporation (“Seller”). Each of Buyer and Seller are sometimes referred to as a “Party” and together as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
FIREEYE, INC.’S CONSULTING AGREEMENTConsulting Agreement • February 5th, 2020 • FireEye, Inc. • Computer peripheral equipment, nec • California
This Consulting Agreement (this “Agreement”) is entered into by and between FireEye, Inc., a Delaware corporation (collectively with its wholly owned subsidiaries, the “Company”), and Travis Reese (“Consultant”) effective as of March 3, 2020 (the “Effective Date”).
FIREEYE, INC. June 15, 2016Employment Agreement • June 20th, 2016 • FireEye, Inc. • Computer peripheral equipment, nec • California
This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and David DeWalt (“you”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Export Services (preparation and filing of the EEI) Addendum To Flextronics Design and Manufacturing Services Agreement Between Flextronics Telecom Systems, Ltd. and FireEye, IncFlextronics Design and Manufacturing Services Agreement • November 2nd, 2018 • FireEye, Inc. • Computer peripheral equipment, nec
THIS ADDENDUM to the Flextronics Design and Manufacturing Services Agreement (hereinafter referred to as the “Amendment”, “Addendum” or “Security Addendum”) is dated and made effective as of 1st day of October 2018 (the “Addendum Effective Date”), and is by and between Flextronics Telecom Systems, Ltd., with a place of business located at Suite 402, St. James Court, St. Denis Street, Port Louis, Mauritius (hereinafter collectively referred to as “Flextronics” or “Service Provider”) and FireEye, Inc., a Delaware corporation, with offices located at 601 McCarthy Blvd., Milpitas, CA 95035. This Addendum is an amendment to the Flextronics Design and Manufacturing Services Agreement (and referred to as the “Agreement”) that was entered into by the parties on or about September 28, 2012.
AMENDMENT TO FLEXTRONICS DESIGN AND MANUFACTURING SERVICES AGREEMENTDesign and Manufacturing Services Agreement • November 5th, 2014 • FireEye, Inc. • Computer peripheral equipment, nec
(the "Amendment") is made effective as of August 1, 2013 (the "Amendment Effective Date"), by and between FireEye, Inc. ("FireEye, Inc."), a Delaware corporation organized and existing under the laws of the United States, having its principal office at 1440 McCarthy Blvd., Milpitas, CA 95035, FireEye Ireland Limited ("FireEye Ireland"), a company organized and existing under the laws of Ireland, having its principal office at First Floor, Block B, City Gate Park, Mahon, Cork, Ireland ("FireEye Ireland" together with FireEye, Inc., "FireEye"), and, Flextronics Telecom Systems, Ltd. ("Flextronics"), having its principal place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (collectively the "Parties" and individually "Party").
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 12th, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 12, 2022, between MANDIANT, INC. (F/K/A FIREEYE, INC.), a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
SIXTH AMENDMENTLease Agreement • May 14th, 2014 • FireEye, Inc. • Computer peripheral equipment, nec
THIS SIXTH AMENDMENT (the “Amendment”) is made and entered into as of January 23, 2014, by and between SILICON VALLEY CA-I, LLC, a Delaware limited liability company (“Landlord”), and FIREEYE, INC., a Delaware corporation (“Tenant”).
FIREEYE, INC. June 27, 2016Employment Agreement • August 5th, 2016 • FireEye, Inc. • Computer peripheral equipment, nec • California
This letter agreement (the “Agreement”) is entered into between FireEye, Inc. (the “Company” or “we”) and Travis Reese (“you”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
LEASELease Agreement • March 1st, 2022 • Mandiant, Inc. • Computer peripheral equipment, nec
THIS LEASE (“Lease”) is made as of December 4, 2020 (the “Effective Date”) by and between ONE FREEDOM SQUARE, L.L.C., a Delaware limited liability company (“Landlord”) and FIREEYE, INC., a Delaware corporation (“Tenant”).
