AMENDED AND RESTATED EQUITY COMMITMENT LETTERLetter Agreement • July 20th, 2020 • Ferrari Merger Sub, Inc. • Computer peripheral equipment, nec
This letter agreement (this “Letter”) amends and restates in its entirety that certain letter agreement, dated as of February 6, 2020, between Ferrari Group Holdings, L.P., a Delaware limited partnership (“Parent”), and the Investors (as defined below) (the “Original Agreement”). Reference is hereby made to that certain Amended and Restated Agreement and Plan of Merger (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), dated July 15, 2020, by and among Parent, Ferrari Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Forescout Technologies, Inc., a Delaware corporation (the “Company”). Pursuant to the terms of the Merger Agreement, Merger Sub will commence a tender offer to acquire any and all of the outstanding shares of the common stock of the Company. Following the consummation of the Offer, Merger Sub will be merged with a
FORESCOUT TECHNOLOGIES, INC. MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENTNon-Disclosure and Confidentiality Agreement • July 20th, 2020 • Ferrari Merger Sub, Inc. • Computer peripheral equipment, nec • Delaware
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • July 20th, 2020 • Ferrari Merger Sub, Inc. • Computer peripheral equipment, nec • Delaware
This amended and restated limited guarantee is dated July 15, 2020 (this “Guarantee”) by each of the funds listed in Schedule A to this Guarantee (collectively, the “Guarantors,” and each, a “Guarantor”), and is in favor of Forescout Technologies, Inc., a Delaware corporation (the “Company”), and amends and restates in its entirety that certain limited guarantee, dated as of February 6, 2020, by each of the Guarantors in favor of the Company (the “Original Guarantee”). Reference is made to the Amended and Restated Agreement and Plan of Merger, dated July 15, 2020 (the “Merger Agreement”), between Ferrari Group Holdings, L.P., a Delaware limited partnership (“Parent”), Ferrari Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company. Each Guarantor and the Company are sometimes referred to as a “Party.” Capitalized terms used but not otherwise defined have the meanings given to them in the Merger Agreement.
