REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2020, is made and entered into by and among Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), SVAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Starboard Value Acquisition Corp.Securities Subscription Agreement • June 23rd, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer SVAC Sponsor LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over- allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 9, 2020, is made and entered into by and among Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), SVAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Starboard Value Acquisition Corp. 777 Third Avenue, 18th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 18th, 2020 • Starboard Value Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Starboard Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), an one-sixth of one redeemable warrant (each, a Detachable Redeemable Warrant”) and a contingent right to receive at least one-sixth of one redeemable warrant following the redemption time related to the Company's initial Business Combination under certain circumstances and subject to adj
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 9, 2020 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CYXTERA TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 4th, 2021 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2021 by and between Cyxtera Technologies, Inc., a Delaware corporation (the “Company”), and ______________, a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
INDEMNITY AGREEMENTIndemnification & Liability • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 9, 2020 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
36,000,000 Units Underwriting AgreementUnderwriting Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 36,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,400,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders temporarily forbear from exercising any rights or remedies under the Loan Documents as a result of the Specified Default until the earliest to occur of: (a) May 4, 2023...Credit Agreement • May 5th, 2023 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • New York
AGREEMENT AND PLAN OF MERGER by and among STARBOARD VALUE ACQUISITION CORP., MUNDO MERGER SUB 1, INC., MUNDO MERGER SUB 2, LLC, CYXTERA TECHNOLOGIES, INC. and MUNDO HOLDINGS, INC. dated as of February 21, 2021Merger Agreement • February 22nd, 2021 • Starboard Value Acquisition Corp. • Blank checks • Delaware
Starboard Value Acquisition Corp. 777 Third Avenue, 18th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Starboard Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one-sixth of one redeemable warrant (each, a Detachable Redeemable Warrant”) and a contingent right to receive at least one-sixth of one redeemable warrant following the redemption time related to the Company’s initial Business Combination under certain circumstances and subject to adjust
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2021 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2021, is made and entered into by and among Cyxtera Technologies, Inc., a Delaware corporation (f/k/a Starboard Value Acquisition Corp.) (the “Company”), SVAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 9, 2020 (as it may be amended from time to time, this “Agreement”), is entered into by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and SVAC Sponsor LLC, a Delaware limited liability company (the “Purchaser”), and amends and restates in its entirety, the Private Placement Warrants Purchase Agreement made as of August 17, 2020, by and between the Company and the Purchaser, for the sole purpose to reflect the stock dividend declared and distributed to the holders of the Company’s Class B common stock and the proposed sale of the Company’s units.
OPTIONAL SHARE PURCHASE AGREEMENTOptional Share Purchase Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Optional Share Purchase Agreement (this “Agreement”) is entered into as of September 9, 2020, among Starboard Value Acquisition Corp. a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto (each a “Purchaser”, and collectively, the “Purchasers”).
Cyxtera Technologies, Inc.Board Member Agreement • May 22nd, 2023 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc.
On behalf of Cyxtera Technologies, Inc. (the “Company”), I am pleased to invite you to become a member of the board of directors of the Company (the “Board”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of September 9, 2020, among Starboard Value Acquisition Corp. a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto (each a “Purchaser”, and collectively, the “Purchasers”), and amends and restates in its entirety, the Forward Purchase Agreement made as of August 17, 2020, by and between the Company and the Purchasers, for the sole purpose to reflect the stock dividend declared and distributed to the Company’s Class B stockholders and the proposed sale of the Public Units (as defined below).
WARRANT AGREEMENT between STARBOARD VALUE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 8th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Starboard Value Acquisition Corp. New York, NY 10017 September 9, 2020Administrative Services Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
This letter agreement by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and SVAC Sponsor LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-248094) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
Employment AgreementEmployment Agreement • August 4th, 2021 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Florida
This Employment Agreement (this “Agreement”) is entered into on May 8, 2017 by and between Cyxtera Management, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Randy Rowland (the “Executive”) (collectively referred to herein as the “Parties”), effective as of May 1, 2017 (the “Effective Date”).
FIRST LIEN PRIORITY CREDIT AGREEMENT dated as of May 4, 2023 by and among CYXTERA DC PARENT HOLDINGS, INC. as Initial Holdings, CYXTERA DC HOLDINGS, INC., as the Borrower, The Lenders Party Hereto, and Wilmington Savings Fund Society, FSB, as...First Lien Priority Credit Agreement • May 5th, 2023 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • New York
FIRST LIEN PRIORITY CREDIT AGREEMENT dated as of May 4, 2023 (this “Agreement”), by and among CYXTERA DC PARENT HOLDINGS, INC., a Delaware corporation (“Initial Holdings”), CYXTERA DC HOLDINGS, INC., a Delaware corporation, as borrower (in such capacity, the “Borrower”), the LENDERS party hereto, and Wilmington Savings Fund Society, FSB, as Administrative Agent and as Collateral Agent.
Employment AgreementEmployment Agreement • August 4th, 2021 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Florida
This Employment Agreement (this “Agreement”) is entered into on May 8, 2017 by and between Cyxtera Management, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Nelson Fonseca (the “Executive”) (collectively referred to herein as the “Parties”), effective as of May 1, 2017 (the “Effective Date”).
WAIVER AND AGREEMENTWaiver and Agreement • May 22nd, 2023 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc.
This Waiver and Agreement (this “Waiver and Agreement”) is entered into as of May 19, 2023 by and among (i) Cyxtera Technologies, Inc., a Delaware corporation (f/k/a Starboard Value Acquisition Corp.) (the “Company”), (ii) BCEC-SIS Holdings L.P., a Delaware limited partnership (the “BC Stockholder”), and (iii) SVAC Sponsor LLC, a Delaware limited liability company (the “Starboard Sponsor”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Stockholders Agreement (as defined below).
WARRANT AGREEMENT between STARBOARD VALUE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 14th, 2020 • Starboard Value Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 9, 2020, is by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of June 7, 2023 by and among CYXTERA DC PARENT HOLDINGS, INC. as Initial Holdings, CYXTERA DC HOLDINGS, INC., as the Borrower, The Lenders Party Hereto, and Wilmington Savings...Senior Secured Debtor-in-Possession Credit Agreement • June 9th, 2023 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • New York
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of June 7, 2023 (this “Agreement”), by and among CYXTERA DC PARENT HOLDINGS, INC., a Delaware corporation (“Initial Holdings”), CYXTERA DC HOLDINGS, INC., a Delaware corporation, as borrower (in such capacity, the “Borrower”), the LENDERS party hereto, and Wilmington Savings Fund Society, FSB, as Administrative Agent and as Collateral Agent.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2021 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of November 18, 2019 (the “Amendment Date”), shall amend that certain Employment Agreement (the “Employment Agreement”), which became effective as of May 1, 2017, by and between Cyxtera Management, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Nelson Fonseca (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Employment Agreement.
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2022 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of [___________], 2022, is entered into by and between Cyxtera Management, Inc. (the “Company”) and [__________] (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Employment Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Starboard Value Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 21, 2021 by and between Starboard Value Acquisition Corp., a Delaware corporation (the “Company”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
February 21, 2021Company Stockholder Support Agreement • February 22nd, 2021 • Starboard Value Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Company Stockholder Support Agreement”) is being delivered to Starboard Value Acquisition Corp., a Delaware corporation (“Acquiror”) and Cyxtera Technologies, Inc., a Delaware corporation (the “Company”) by SIS Holdings LP, a Delaware limited partnership (“Stockholder”) in accordance with that certain Merger Agreement, dated as of the date hereof, by and among Acquiror, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Investment, the “Business Combination”). Certain capitalized terms used herein are defined in Section 9 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement.
ContractRestructuring Support Agreement • May 5th, 2023 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2021 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Florida
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of November 18, 2019 (the “Amendment Date”), shall amend that certain Employment Agreement (the “Employment Agreement”), which became effective as of May 1, 2017, by and between Cyxtera Management, Inc., a Delaware corporation (together with any successor thereto, the “Company “), and Randy Rowland (“Executive”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Employment Agreement.
February 21, 2021Sponsor Support Agreement • February 22nd, 2021 • Starboard Value Acquisition Corp. • Blank checks • Delaware
This letter agreement (this “Sponsor Agreement”) is being delivered to Starboard Value Acquisition Corp., a Delaware corporation (“Acquiror”) and Cyxtera Technologies, Inc., a Delaware corporation (the “Company”) in accordance with that certain Merger Agreement, dated as of the date hereof, by and among Acquiror, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Investment, the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated September 9, 2020, from SVAC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individuals, each of whom is a member of Acquiror’s board of directors (the “Acquiror Board”) or management team (each, an “Insider” and collectively, the “Insiders”), to Acquiror (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in Section 9 hereof. Capitalized terms used
STOCKHOLDERS AGREEMENTStockholders Agreement • August 4th, 2021 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS STOCKHOLDERS AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Stockholders Agreement”), dated as of July 29, 2021 (the “Effective Date”), is made by and among (i) Cyxtera Technologies, Inc., a Delaware corporation (f/k/a Starboard Value Acquisition Corp.) (“PubCo”); (ii) SIS Holdings LP, a Delaware limited partnership (“Seller”); (iii) BCEC-Cyxtera Technologies Holdings (Guernsey) L.P., a Guernsey limited partnership (the “BC Stockholder”); (iv) Medina Capital Fund II – SIS Holdco, L.P., a Delaware limited partnership (the “Medina Stockholder”); and (v) SVAC Sponsor LLC, a Delaware limited liability company (the “Starboard Sponsor”). Each of PubCo, Seller, the BC Stockholder, the Medina Stockholder and the Starboard Sponsor may be referred to herein as a “Party” and collectively as the “Parties”.
TO BE PLACED ON COMPANY LETTERHEAD]Retention Bonus Agreement • May 1st, 2023 • Cyxtera Technologies, Inc. • Services-computer programming, data processing, etc. • Delaware
On behalf of Cyxtera Technologies, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). To be effective, you must execute and return a copy of this Agreement as soon as possible, but in any event no later than 5:00 p.m. on April 27, 2023.
