Shares CLOUDERA, INC. COMMON STOCK, $0.00005 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2017 • Cloudera, Inc. • Services-prepackaged software • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Indemnity Agreement, dated as of ____________________ ____, 20___ is made by and between Cloudera, Inc., a Delaware corporation (the “Company”), and _______________________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (the “Indemnitee”).
Shares CLOUDERA, INC. COMMON STOCK, $0.00005 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2017 • Cloudera, Inc. • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cloudera, Inc., a Delaware corporation (the “Company”) and certain selling stockholders to be named in Schedule I to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the Common Stock, $0.00005 par value per share, of the Company (the “Common Stock”).
AGREEMENT AND PLAN OF MERGER by and among SKY PARENT INC. PROJECT SKY MERGER SUB INC. and CLOUDERA, INC. Dated as of June 1, 2021Merger Agreement • June 1st, 2021 • Cloudera, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 1, 2021 (the “Agreement Date”), by and among Sky Parent Inc., a Delaware corporation (“Parent”), Project Sky Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cloudera, 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 respective meanings given to them in Article I.
SUPPORT AGREEMENTSupport Agreement • October 3rd, 2018 • Cloudera, Inc. • Services-prepackaged software • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2018 by and between Hortonworks, Inc., a Delaware corporation (“Hortonworks”), and the undersigned stockholder (“Stockholder”) of Cloudera, Inc., a Delaware corporation (“Cloudera”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).
Severance and Change in Control AgreementSeverance and Change in Control Agreement • June 5th, 2020 • Cloudera, Inc. • Services-prepackaged software • California
This Severance and Change in Control Agreement (the “Agreement”), is entered into as of _________ __, 202_ (the “Effective Date”) by and between ________________ (the “Executive”) and Cloudera, Inc., a Delaware corporation (the “Company”). This Agreement supersedes and replaces in its entirety the Severance and Change in Control Agreement, including the Executive Addendum attached thereto as well as any amendments to such agreement and addendum, previously entered into by and between the Executive and the Company dated on or about ________, 20___.
CREDIT AGREEMENT Dated as of December 22, 2020 among CLOUDERA, INC. as Borrower, THE LENDERS PARTY HERETO and CITIBANK, N.A., as Administrative Agent and Collateral Agent CITIBANK, N.A., BOFA SECURITIES, INC. JPMORGAN CHASE BANK, N.A. and MORGAN...Credit Agreement • December 23rd, 2020 • Cloudera, Inc. • Services-prepackaged software • New York
LEASE AGREEMENTLease Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Confidentiality Agreement (the “Agreement”) is entered into as of March 21, 2014 (the “Effective Date”) by and between Intel Corporation (“Intel”) and Cloudera, Inc. (“Cloudera,” and, together with Intel, each a “Party” or together the “Parties”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 1st, 2021 • Cloudera, Inc. • Services-prepackaged software • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 1, 2021, is entered into by and among Sky Parent Inc., a Delaware corporation (“Parent”), Cloudera, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2012, by and between Cloudera, Inc., a Delaware corporation (the “Company”), and Jim Frankola (“Employee”).
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Voting and Standstill Agreement (this “Agreement”) dated March 28, 2017, is by and between Intel Corporation (“Intel”) and Cloudera, Inc. (the “Company”). This Agreement shall be contingent upon and effective on the date on which the Company consummates its IPO (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 3rd, 2018 • Cloudera, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of October 3, 2018 by and among Cloudera, Inc., a Delaware corporation (“Cloudera”), Surf Merger Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Cloudera (“Merger Sub”), and Hortonworks, Inc., a Delaware corporation (“Hortonworks”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
TRIPLE NET SPACE LEASETriple Net Space Lease • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • California
event Tenant shall be excused from paying the Construction Management Fee to Landlord. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. Notwithstanding the foregoing, Landlord hereby approves Isetta Data Communications (“IDC”) as an approved cabling vendor for purposes of performing certain portions of the Tenant Improvements. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant at the time the Tenant Improvements are approved, require Tenant to remove the Tenant Improvements prior to the end of the Lease Term, or g
CLOUDERA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is made as of the 28 day of March, 2017, by and among Cloudera, Inc., a Delaware corporation (the “Company”), the holders of shares of Series A Preferred Stock (the “Series A Preferred Stock”) listed on Schedule A hereto, each of which is herein referred to as a “Series A Holder,” the holders of shares of Series B Preferred Stock (the “Series B Preferred Stock”) listed on Schedule B hereto, each of which is herein referred to as a “Series B Holder,” the holders of Series C Preferred Stock (the “Series C Preferred Stock”) listed on Schedule C hereto, each of which is herein referred to as a “Series C Holder,” the holders of Series D Preferred Stock (the “Series D Preferred Stock”) listed on Schedule D hereto, each of which is herein referred to as a “Series D Holder,” the holders of Series E Preferred Stock (the “Series E Preferred Stock”) listed on Schedule E hereto, each of which is herein referred to as a “Series E Holder,” the hold
SUBLEASESublease • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • California
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.
SEPARATION AGREEMENTSeparation Agreement • March 27th, 2020 • Cloudera, Inc. • Services-prepackaged software • California
This Separation Agreement (“Agreement”) is made by and between Martin Cole (“Executive”) and Cloudera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date”).
Amendment 2 to the Enterprise Subscription Agreement No. CW1985661Enterprise Subscription Agreement • April 4th, 2018 • Cloudera, Inc. • Services-prepackaged software
This Amendment 2 (“Amendment 2”) is entered into as of November 17, 2017 (“Amendment 2 Effective Date”) by and between Cloudera, Inc., a Delaware corporation, with offices at 395 Page Mill Road, Palo Alto, CA 94306 (“Cloudera”) and Intel Corporation and its Affiliates, a Delaware corporation, with offices at 2200 Mission College Boulevard, Santa Clara, CA 94504 (“Customer”) and amends that certain Enterprise Subscription Agreement entered into by and between the parties dated April 25, 2014 (“Agreement”), CW1985661.
Amendment 3 to the Enterprise Subscription AgreementEnterprise Subscription Agreement • April 4th, 2018 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Amendment 3 (“Amendment 3”) is entered into as of March 30, 2018 by and between Cloudera, Inc., a Delaware corporation, with offices at 395 Page Mill Road, Palo Alto, CA 94306 (“Cloudera”) and Intel Corporation and its Affiliates, a Delaware corporation, with offices at 2200 Mission College Boulevard, Santa Clara, CA 94504 (“Customer”) and amends that certain Amendment 2, dated November 11th, 2017 (“Amendment 2”) to the Enterprise Subscription Agreement, including all prior amendments and exhibits thereto, entered into by and between the parties dated April 25, 2014 (collectively, the “Agreement”).
EXECUTIVE TRANSITION AGREEMENTExecutive Transition Agreement • June 5th, 2019 • Cloudera, Inc. • Services-prepackaged software • California
This Executive Transition Agreement (“Agreement”) is made by and between Tom Reilly (“Executive”) and Cloudera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date”).
Amendment 1 to the Enterprise Subscription AgreementEnterprise Subscription Agreement • April 4th, 2018 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Amendment 1 (“Amendment 1”) is entered into as of October 31, 2017 (“Amendment 1 Effective Date”) by and between Cloudera, Inc., a Delaware corporation, with offices at 395 Page Mill Road, Palo Alto, CA 94306 (“Cloudera”) and Intel Corporation and its Affiliates, a Delaware corporation, with offices at 2200 Mission College Boulevard, Santa Clara, CA 94504 (“Customer”) and amends that certain Enterprise Subscription Agreement entered into by and between the parties dated April 25, 2014 (“Agreement”).
SHARE ACQUISITION AND RESTRICTION AGREEMENTShare Acquisition and Restriction Agreement • September 4th, 2019 • Cloudera, Inc. • Services-prepackaged software • California
This Share Acquisition and Restriction Agreement (this “Agreement”) is made by and between Thomas J. Reilly (“Reilly”) and Cloudera, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) and is effective as of the date it is signed by the Parties (the “Effective Date”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • December 23rd, 2020 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Stock Repurchase Agreement (this “Agreement”) is made this 23rd day of December, 2020, by and among Cloudera, Inc., a Delaware corporation (the “Company”), and Intel Corporation, a Delaware corporation (the “Seller”).
AMENDED AND RESTATED COLLABORATION AND OPTIMIZATION AGREEMENTCollaboration and Optimization Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Amended and Restated Collaboration and Optimization Agreement (this “Agreement”) is made and entered into as of March 28, 2017 (the “Effective Date”) by and between Intel Corporation, a Delaware corporation (“Intel”); and Cloudera, Inc., a Delaware corporation (“Cloudera”).
AMENDMENT NO. 2 TO COLLABORATION AND OPTIMIZATION AGREEMENTCollaboration and Optimization Agreement • April 4th, 2018 • Cloudera, Inc. • Services-prepackaged software
This Amendment No. 2 to Collaboration and Optimization Agreement (this “Amendment”) is made and entered into as of the last dated signature below (“Amendment Effective Date”) by and between Intel Corporation, a Delaware corporation (“Intel”), and Cloudera, Inc., a Delaware corporation.
CLOUDERA, INC. ENTERPRISE SUBSCRIPTION AGREEMENTEnterprise Subscription Agreement • March 31st, 2017 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Subscription Agreement (this “Agreement”), CW1985661, is made and entered into as of April 25, 2014 (the “Effective Date”) by and between Cloudera, Inc., a Delaware company located at 1001 Page Mill Rd, Bldg 2, Palo Alto, CA 94304-1008, (“Cloudera”)and Intel Corporation, and its Affiliates, a Delaware company located at 2200 Mission College Blvd., Santa Clara, California, 94054 (collectively, “Customer”).
VOTING AND STANDSTILL AGREEMENTVoting and Standstill Agreement • August 12th, 2019 • Cloudera, Inc. • Services-prepackaged software • Delaware
This Voting and Standstill Agreement (this “Agreement”) is made and entered into as of August 12, 2019 by and among Cloudera, Inc., a Delaware corporation (the “Company”), Mr. Carl C. Icahn, Icahn Enterprises, L.P. and their affiliated entities listed on Exhibit A and set forth in the signature pages hereto (collectively, and along with any other affiliated entities that may now or hereafter beneficially own securities of the Company, the “Icahn Group”) (each of the Company and the Icahn Group, a “Party” to this Agreement, and collectively, the “Parties”).
July 31, 2019 Martin ColeInterim Chief Executive Officer Agreement • September 4th, 2019 • Cloudera, Inc. • Services-prepackaged software • California
On behalf of Cloudera, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as Interim Chief Executive Officer of the Company.
