SOURCEFIRE, INC. FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Exhibit 10.2
SOURCEFIRE, INC.
FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT
AND CO-SALE AGREEMENT
This Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement (this
“Agreement”), dated as of May 24, 2006, is entered into by and among Sourcefire, Inc., a
Delaware corporation (the “Company”), the persons and entities listed on Exhibit A hereto
(individually, a “Purchaser” and collectively, the “Purchasers”) and the individuals or entities
listed on Exhibit B hereto (each a “Key Holder” and collectively, the “Key Holders”).
Recitals
WHEREAS, certain of the Purchasers are purchasing shares of the Company’s Series D
Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), pursuant
to that certain Series D Convertible Preferred Stock Purchase Agreement, dated as of the date
hereof, by and among the Company and the parties identified therein (the “Purchase Agreement”);
WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution
and delivery of this Agreement;
WHEREAS, certain of the Purchasers (the “Initial Purchasers”) are holders of the
Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred
Stock”), Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred
Stock,”), Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred
Stock,” and together with the Series A Preferred Stock, Series B Preferred Stock and the Series D
Preferred Stock, the “Preferred Stock”);
WHEREAS, the Company, the Initial Purchasers and the Key Holders are parties to a
Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of January 15,
2004 (the “Prior Agreement”);
WHEREAS, the Key Holders are the beneficial owners of shares of the Common Stock of
the Company, par value $0.001 per share (the “Common Stock”) and options to purchase shares of
Common Stock;
WHEREAS, the Prior Agreement can be amended with the written consent of (i) the
Company, (ii) those Initial Purchasers holding at least two-thirds of the outstanding shares of
Series A Preferred Stock, (iii) those Initial Purchasers holding at least sixty percent (60%) of
the outstanding shares of the Series B Preferred Stock, (iv) those Initial Purchasers holding at
least a majority of the outstanding shares of the Series C Preferred Stock, and (v) those Key
Holders holding Shares (as defined below) representing at least a majority of the outstanding Shares
then held by the Key Holders; and
WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in
its entirety and, together with the other parties hereto, desire to enter into this Agreement in
order to effect such amendment and restatement of the Prior Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:
1. Restrictions on Transfer.
1.1. Any sale, transfer or other disposition, whether voluntarily or by operation of law
(“Transfer”) of any of the Shares held by the Key Holders, other than according to the terms of
this Agreement, shall be void and transfer no right, title, or interest in or to any of such Shares
to the purported transferee. As used in this Agreement, the term “Shares” shall include all shares
of capital stock of the Company held by the Key Holders and the Purchasers, respectively, whether
now owned or hereafter acquired; provided, however, that the 71,529 shares of Series A Preferred
Stock (as adjusted for stock splits and the like after the date hereof) held by E. Xxxxx Xxxxxxx,
III shall not be considered Shares held by a Key Holder subject to the transfer limitations and
rights of first refusal rights of the Purchasers set forth in Section 3, 4, 5 and 6. For purposes
of calculating any Purchaser’s “pro rata” ownership of Shares, all shares of Preferred Stock of the
Company then held by such Purchaser shall be deemed to have been converted into shares of Common
Stock of the Company at the then-effective conversion rate specified in the Company’s Certificate
of Incorporation.
1.2. An original copy of this Agreement, duly executed by each of the parties hereto, shall be
delivered to the Secretary of the Company and maintained at the principal executive office of the
Company and made available for inspection by any person requesting it.
1.3. Each Key Holder agrees to present the certificates representing the Shares presently
owned or hereafter acquired by such Key Holder to the Secretary of the Company and cause the
Secretary to stamp on the certificate in a prominent manner the following legend:
“The sale or other disposition of any of the shares represented by
this certificate is restricted by a Right of First Refusal and
Co-Sale Agreement, as may be amended from time to time, by and among
certain of the shareholders of this corporation and this
corporation. A copy of such agreement is available for inspection
during normal business hours at the principal executive office of
this corporation.”
2. Transfers Not Subject to Restrictions. Notwithstanding anything to the contrary
contained herein, the right of first refusal and co-sale rights of the Company and the Purchasers
set forth in this Agreement will not apply to any Transfer by a Key Holder of Shares to the
ancestors, descendants or spouse of such Key Holder or to trusts for the benefit of such person,
provided that the transferee of such Shares delivers to the Company and the Purchasers a
written instrument agreeing to be bound by the terms of this Agreement as if he or it were a Key
Holder.
2.
3. Transfers Subject to Restrictions; Offer of Sale; Notice of Proposed Sale.
3.1. All Transfers by a Key Holder in one or more transactions, other than (a) Transfers to
permitted transferees pursuant to Section 2, and (b) Transfers of up to ten percent (10%) of the
aggregate number of Shares held by such Key Holder as of the date of this Agreement, shall require
the approval of the holders of at least a majority of the shares of the Company’s then-outstanding
Preferred Stock, provided that the Purchasers retain at least twenty-five percent (25%) of the
aggregate number of Shares held by them as of the date of this Agreement through the date of
Transfer.
3.2. None of the Key Holders shall Transfer in one or more transactions more than twenty-five
percent (25%) of the aggregate number of Shares held by such Key Holder as of the date of this
Agreement during the three (3) year period following the date of this Agreement, provided that the
Purchasers retain at least twenty-five percent (25%) of the aggregate number of Shares held by them
as of the date of this Agreement during such three (3) year period.
3.3. If any Key Holder desires to Transfer any of his Shares, or any interest in such Shares,
in any transaction other than pursuant to Section 2 of this Agreement, such Key Holder (the
“Selling Key Holder”) shall first deliver written notice of his desire to do so (the “Notice”) to
the Company and each of the Purchasers, in the manner prescribed in Section 10.4 of this Agreement.
The Notice must specify: (i) the name and address of the party to which the Selling Key Holder
proposes to sell or otherwise dispose of the Shares or an interest in the Shares (the “Offeror”),
(ii) the number of Shares the Selling Key Holder proposes to sell or otherwise dispose of (the
“Offered Shares”), (iii) the consideration per Share to be delivered to the Selling Key Holder for
the proposed sale, transfer or disposition and (iv) all other material terms and conditions of the
proposed transaction.
4. Company’s Option to Purchase.
4.1. The Company shall have the first option to purchase all or any part of the Offered Shares
for the consideration per share and on the terms and conditions specified in the Notice. The
Company must exercise such option, no later than fifteen (15) days after such Notice is deemed
under Section 10.4 hereof to have been delivered to it, by delivery of written notice to the
Selling Key Holder.
4.2. In the event the Company does not exercise its option within such fifteen (15) day period
with respect to all of the Offered Shares, the Company shall give prompt written notice of that
fact to the Purchasers (the “Purchaser Notice”). The Purchaser Notice shall specify the number of
Offered Shares not purchased by the Company (the “Remaining Shares”).
4.3. In the event the Company duly exercises its option to purchase all or part of the Offered
Shares, the closing of such purchase shall take place at the offices of the Company on the later of
(i) the date five (5) days after the expiration of such fifteen (15) day period or (ii)
the date that the Purchasers consummate their purchase of Remaining Shares under Section 5.1
or 5.3 hereof.
3.
4.4. To the extent that the consideration proposed to be paid by the Offeror for the Offered
Shares consists of property other than cash or a promissory note, the consideration required to be
paid by the Company and/or the Purchasers exercising their options under Sections 4 and 5 hereof
may consist of cash equal to the value of such property, as determined in good faith by agreement
of the Selling Key Holder and the Company and/or the Purchasers acquiring such Offered Shares.
5. Purchasers’ Option to Purchase.
5.1. Each Purchaser shall have an option, exercisable for a period of fifteen (15) days from
the date of delivery of the Purchaser Notice, to purchase, its pro rata share of the Remaining
Shares for the consideration per Share and on the terms and conditions set forth in the Notice.
Each Purchaser’s pro rata share shall be equal to the product obtained by multiplying (i) the
Remaining Shares and (ii) a fraction, the numerator of which is the number of Shares owned by such
Purchaser at the time of the Transfer and the denominator of which is the total number of Shares
owned by all of the Purchasers at the time of the Transfer. Such option shall be exercised by
delivery by such Purchaser of written notice to the Selling Key Holder and to the Secretary of the
Company. Alternatively, each Purchaser may within the same fifteen (15) day period, notify the
Selling Key Holder and the Secretary of the Company of its desire to participate in the sale of the
Shares on the terms set forth in the Notice, and the number of Shares it wishes to sell.
5.2. In the event options to purchase have been exercised by the Purchasers with respect to
some but not all of the Remaining Shares, the Company shall notify those Purchasers who have
exercised their options within the fifteen (15) day period specified in Section 5.1 of the number
of unsold shares, and each Purchaser so notified shall have an additional option, for a period of
five (5) days next succeeding delivery of the Company’s notice, to purchase all or any part of the
balance of such Remaining Shares on the terms and conditions set forth in the Notice, which option
shall be exercised by the delivery of written notice to the Selling Key Holder and to the Secretary
of the Company. In the event there are two (2) or more such Purchasers that choose to exercise the
last-mentioned option for a total number of Remaining Shares in excess of the number available, the
Remaining Shares available for each such Purchaser’s option shall be allocated to such Purchasers
pro rata based on the number of Shares owned by the Purchasers so electing.
5.3. If the options to purchase the Remaining Shares are exercised in full by the Purchasers,
the Selling Key Holder shall immediately notify all of the exercising Purchasers of that fact. The
closing of the purchase of the Remaining Shares shall take place at the offices of the Company no
later than five (5) days after the date of such notice to the Purchasers.
5.4. For purposes of this Section 5, Core Capital Partners, L.P. and Minotaur Funds, LLC shall
be deemed to be one Purchaser for purposes of determining their pro rata share of the Remaining
Shares (the “Core Pro Rata Share”), and Core Capital Partners, L.P. and
Minotaur Funds, LLC (either individually or together) shall have the right to repurchase all
or part of the Core Pro Rata Share.
4.
6. Failure to Exercise Options; Co-Sale.
6.1. If the Company and the Purchasers do not exercise all of their options to purchase all of
the Offered Shares within the periods described in this Agreement (the “Option Period”), then such
unexercised options of the Company and the Purchasers to purchase the Offered Shares shall
terminate. Each Purchaser which has, pursuant to Section 5.1, expressed a desire to sell Shares in
the transaction (a “Participating Purchaser”) shall be entitled to do so pursuant to this Section
6. The Selling Key Holder shall use reasonable efforts to interest the Offeror in purchasing, in
addition to the remaining Offered Shares, the Shares the Participating Purchasers wish to sell. If
the Offeror does not wish to purchase all of the Shares made available by the Selling Key Holder
and the Participating Purchasers, then each Participating Purchaser and the Selling Key Holder
shall be entitled to sell, at the price and on the terms and conditions set forth in the Notice
(provided that the price set forth in the Offer with respect to shares of Common Stock shall be
appropriately adjusted, if necessary, based on the conversion ratio of any Preferred Stock to be
sold), a portion of the Shares being sold to the Offeror, in the same proportion as such Selling
Key Holder or Participating Purchaser’s ownership of Shares bears to the aggregate number of Shares
owned by the Selling Key Holder and the Participating Purchasers. The transaction contemplated by
the Notice shall be consummated not later than sixty (60) days after the expiration of the Option
Period.
6.2. If the Participating Purchasers do not elect to sell the full number of Shares which they
are entitled to sell pursuant to Section 6.1, the Selling Key Holder shall be entitled to sell to
the Offeror, according to the terms set forth in the Notice, that number of his own Shares which
equals the difference between the number of Shares desired to be purchased by the Offeror and the
number of Shares the Participating Purchasers elect to sell pursuant to Section 6.1. If the
Selling Key Holder wishes to Transfer any such Shares at a price per Share which differs from that
set forth in the Notice, upon terms different from those previously offered to the Company and the
Purchasers, or more than sixty (60) days after the expiration of the Option Period, then, as a
condition precedent to such transaction, such Shares must first be offered to the Company and the
Purchasers on the same terms and conditions as given the Offeror, and in accordance with the
procedures and time periods set forth above in Sections 3, 4 and 5 and this Section 6.
6.3. The proceeds of any sale made by the Selling Key Holder without compliance with the
provisions of this Section 6 shall be deemed to be held in constructive trust in such amount as
would have been due the Participating Purchasers if the Selling Key Holder had complied with this
Agreement.
7. Voting and Required Sale. If (i) any person or entity offers to acquire all or
substantially all of the assets or business of the Company, by merger, sale of assets or otherwise
(except a merger or consolidation in which the holders of capital stock of the Company immediately
prior to such merger or consolidation continue to hold immediately following such merger or
consolidation at least a majority of the then outstanding shares of voting capital stock
of the surviving corporation), (ii) such transaction is approved by the Board of Directors of
the Company, (iii) such transaction is approved by the holders of at least two-thirds of the Series
A
5.
Preferred Stock then-outstanding, (iv) such transaction is approved by the holders of at least
sixty percent (60%) of the Series B Preferred Stock then-outstanding, (v) such transaction is
approved by the holders of at least a majority of the Series C Preferred Stock then-outstanding,
and (vi) such transaction is approved by the holders of at least a majority of the Series D
Preferred Stock then-outstanding, then each party to this Agreement shall be obligated to (a) vote
all of his, her or its Shares in favor of such transaction, to the extent any such vote is required
for the consummation of such transaction, (b) sell, transfer or exchange all of his, her or its
Shares in connection with such transaction on the same terms as those approved by the Board of
Directors and the holders of the Shares, and (c) execute and deliver such instruments of conveyance
and transfer and take such other action, including executing any purchase agreement, merger
agreement, indemnity agreement, escrow agreement or related documents, as may be reasonably
required by the Company in order to carry out the terms and provision of this Section 7. If a
party to this Agreement fails or refuses to vote or sell his, her or its Shares as required by, or
votes his, her or its Shares in contravention of this Section 7, then such party hereby grants to
each of the Chief Executive Officer, President and Treasurer of the Company an irrevocable proxy,
coupled with an interest, to vote such Shares in accordance with Section 7, and hereby appoints the
Chief Executive Officer, President and Treasurer of the Company and each of them acting singly, as
his, her or its attorney in fact, to sell such Shares in accordance with the terms of this Section
7. At the closing of such transaction, each of the parties to this Agreement shall deliver,
against receipt of the consideration payable in such transaction, certificates representing the
Shares which such party holds of record or beneficially, with all endorsements necessary for
transfer. In the event that any party fails or refuses to comply with the provisions of this
Section 7, the Company, the Purchasers and the purchaser in such transaction, at their option, may
elect to proceed with such transaction notwithstanding such failure or refusal and, in such event
and upon tender of the specified consideration to any such party, the rights of any such party with
respect to the Shares shall cease.
8. Termination.
8.1. This Agreement shall continue in full force and effect from the date hereof through the
earliest of the following dates, on which date it shall terminate in its entirety: (a) the
closing of a Company Sale (as defined in the Fourth Amended and Restated Investor Rights Agreement
of even date herewith among the Company and the Purchasers), (b) the closing of a Qualifying Public
Offering (as defined in the Company’s Certificate of Incorporation as amended from time to time) or
(c) the date on which (i) the Company, (ii) the holders of at least two-thirds of the Series A
Preferred Stock then-outstanding, (iii) the holders of at least sixty percent (60%) of the Series B
Preferred Stock then-outstanding, (iv) the holders of at least a majority of the Series C Preferred
Stock then-outstanding, and (v) the holders of at least a majority of the Series D Preferred Stock
then-outstanding agree in writing to terminate this Agreement.
8.2. The provisions of Sections 3, 4, 5 and 6 hereof shall not apply to any sale of Shares
pursuant to a Company Sale or an Qualifying Public Offering.
6.
9. Transfers of Rights; Calculation of Share Numbers.
9.1. This Agreement, and the rights and obligations of each Purchaser hereunder, may be
assigned by such Purchaser to any person or entity to which Shares are transferred by such
Purchaser. Such transferee shall be deemed a “Purchaser” for purposes of this Agreement;
provided, however, that such assignment of rights shall be contingent upon the
transferee providing a written instrument to the Company notifying the Company of such transfer and
assignment and agreeing in writing to be bound by the terms of this Agreement.
9.2. In determining the number of Shares owned by a Purchaser for purposes of exercising
rights under this Agreement, (a) Shares owned by a Purchaser shall be deemed to include Shares
which have been converted into Common Stock so long as such Common Stock is owned by such
Purchaser, (b) all Shares held or acquired by Core Capital Partners, L.P. and Minotaur, LLC shall
be aggregated together for purposes of determining the rights of each under this Agreement and (c)
all Shares held by affiliated entities or persons shall be aggregated together (provided that no
shares shall be attributed to more than one entity or person within any such group of affiliated
entities or persons).
10. General.
10.1. Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
10.2. Specific Performance. In addition to any and all other remedies that may be
available at law in the event of any breach of this Agreement, each Purchaser shall be entitled to
specific performance of the agreements and obligations of the Company and Key Holders hereunder and
to such other injunctive or other equitable relief as may be granted by a court of competent
jurisdiction.
10.3. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware (without reference to the conflicts of law
provisions thereof). THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY
WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND THE RELATED AGREEMENTS AND CONSENT TO A
BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT.
10.4. Notices. All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be deemed delivered (a) upon personal delivery to the party
to be notified, (b) when sent by confirmed electronic mail, or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d)
one (1) day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt, in each case to the intended recipient as set forth
below:
7.
If to the Company, at Sourcefire, Inc., 0000 Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx, XX 00000,
Attention: General Counsel and Chief Financial Officer, or at such other address as may have been
furnished in writing by the Company to the other parties hereto, with a copy to Xxxxxxxx & Xxxxxxxx
LLP, 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000, Attention: Xxxxxx X. Xxxx, Esq.;
and
If to a Purchaser, at its address set forth on Exhibit A, or at such other address as
may have been furnished in writing by such Purchaser to the other parties hereto, with copies to
(i) Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, Attention: Xxxx X.
Xxxxxx, Esq., (ii) Weil, Gotshal & Xxxxxx LLP, 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq., and (iii) Xxxxxx Godward LLP, 00000 Xxxxxxx
Xxxxx, Xxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxxx, Esq.; and
If to a Key Holder, at the address set forth on Exhibit B, or at such other address as
may have been furnished in writing by such Key Holder to the other parties hereto.
10.5. Complete Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements and understandings relating to such subject matter.
10.6. Amendments and Waivers. This Agreement may be amended and the observance of any
term of this Agreement may be waived with respect to all parties to this Agreement (either
generally or in a particular instance and either retroactively or prospectively), with the written
consent of (i) the Company, (ii) the holders of at least two-thirds of the Series A Preferred Stock
then-outstanding, (iii) the holders of at least sixty percent (60%) of the Series B Preferred Stock
then-outstanding, (iv) the holders of at least a majority of the Series C Preferred Stock
then-outstanding, (v) the holders of at least a majority of the Series D Preferred Stock
then-outstanding, and (vi) those Key Holders holding Shares representing at least a majority of the
outstanding Shares then held by the Key Holders. The Company shall give prompt written notice of
any amendment or waiver hereunder to any party hereto that did not consent in writing to such
amendment or waiver. Any amendment, termination or waiver effected in accordance with this Section
10.6 shall be binding on all parties hereto, even if they do not execute such consent. No waivers
of or exceptions to any term, condition or provision of this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.
10.7. Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.
10.8. Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all of which together
shall constitute one and the same document. This Agreement may be executed by facsimile
signatures.
8.
10.9. Section Headings and References. The section headings are for the convenience
of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of
the parties. Any reference in this Agreement to a particular section or subsection shall refer to
a section or subsection of this Agreement, unless specified otherwise.
10.10. Attorneys’ Fees. In the event that any suit or action is instituted under or
in relation to this Agreement, including without limitation to enforce any provision in this
Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party
all fees, costs and expenses of enforcing any right of such prevailing party under or with respect
to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and
accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
10.11. Amendment of Prior Agreement. The Prior Agreement is hereby amended and
superseded in its entirety and restated herein. All provisions of, rights granted and covenants
made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall
have no further force or effect.
{Signatures on Following Page}
9.
IN WITNESS WHEREOF, this Fourth Amended and Restated Right of First Refusal and Co-Sale
Agreement has been executed by the parties hereto as of the day and year first above written.
| COMPANY: | ||||
| SOURCEFIRE, INC. | ||||
| By: | /s/ E. Xxxxx Xxxxxxx, III | |||
| Name: | E. Xxxxx Xxxxxxx, III | |||
| Title: Chief Executive Officer | ||||
| KEY HOLDERS: | ||||
| /s/ E. Xxxxx Xxxxxxx, III | ||||
| E. Xxxxx Xxxxxxx, III | ||||
| /s/ Xxxxxx XxXxxxxxx | ||||
| Xxxxxx XxXxxxxxx | ||||
| /s/ Xxxxxx Xxxxxx | ||||
| Xxxxxx Xxxxxx | ||||
| Xxxx Xxxxxxx | ||||
| Xxxxxxx Xxxxxxxxx and Xx-Xxxxxxx Xxxxxxxxx, Co-Trustees, Xxxxxxxxx Family Revocable Living Trust of 2002 | ||||
| By: | ||||
| Xxxxxxx Xxxxxxxxx, Co-Trustee | ||||
| By: | ||||
| Xxxxxxx Xxxxxxxxx, Co-Trustee | ||||
Sourcefire — Series D Co-Sale Agreement
SERIES
D PURCHASERS: |
||||
| Meritech Capital Partners III L.P. | ||||
| By: | Meritech Capital Associates III L.L.C. its General Partner | |||
| By: | Meritech Management Associates III L.L.C. a managing member | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx, a managing member | ||||
| Meritech Capital Affiliates III L.P. | ||||
| By: | Meritech Capital Associates III L.L.C. its General Partner | |||
| By: | Meritech Management Associates III L.L.C. a managing member | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx, a managing member | ||||
Sourcefire — Series D Co-Sale Agreement
| SEQUOIA CAPITAL FRANCHISE FUND SEQUOIA CAPITAL FRANCHISE PARTNERS |
||||
| By: | SCFF Management, LLC | |||
| a Delaware Limited Liability Company
General Partner of Each |
||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Managing Member | ||||
Sourcefire — Series D Co-Sale Agreement
| NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP |
||||
| By: | NEA Partners 10, Limited Partnership | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||
| Name: | Xxxxxxx X. Xxxxxxx III | |||
| Title: | General Partner | |||
| XXXX X. XXXXXX | ||||
Sourcefire — Series D Co-Sale Agreement
| SIERRA VENTURES VIII-A, L.P. | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: Title: |
Xxx Xxxxxx Manager |
|||
| on behalf of Sierra Ventures Associates VIII, LLC the General Partner of Sierra Ventures VIII-A, L.P. | ||||
| SIERRA VENTURES VIII-B, L.P. | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: Title: |
Xxx Xxxxxx Manager |
|||
| on behalf of Sierra Ventures Associates VIII, LLC the General Partner of Sierra Ventures VIII-B, L.P. | ||||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C.,
as nominee for its members: |
||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: Title: |
Xxx Xxxxxx Manager |
|||
| SIERRA VENTURES VII, L.P. | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Manager | |||
| on behalf of Sierra Ventures Associates VII, LLC the General Partner of Sierra Ventures VII, L.P. | ||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C.,
as nominee for its members |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Manager | |||
Sourcefire — Series D Co-Sale Agreement
| CORE CAPITAL PARTNERS, L.P. | ||||
| By: | /s/ Pascal Luck | |||
| Name: | Pascal Luck | |||
| Title: | Managing Director | |||
| MINOTAUR FUNDS, LLC | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Member | |||
| MINOTAUR ANNEX FUND, LLC | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Member | |||
| INFLECTION POINT VENTURES, L.P. By: Inflection Point Associates, L.P. |
||||
| /s/ Xxxxxxx Xxxx | ||||
| By: | Inflection Point Management, LLC | |||
| Its: | General Partner | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Authorized Manager | |||
| INFLECTION POINT VENTURES II, L.P. | ||||
| /s/ Xxxxxxx Xxxx | ||||
| By: | Inflection Point SBIC Associates LLC | |||
| Its: | General Partner | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Authorized Manager | |||
Sourcefire — Series D Co-Sale Agreement
| SERIES C PURCHASERS: | ||||
| SEQUOIA CAPITAL FRANCHISE FUND SEQUOIA CAPITAL FRANCHISE PARTNERS |
||||
| By: | SCFF Management, LLC | |||
| a Delaware Limited Liability Company General Partner of Each |
||||
| By: | /s/ Xxxxxxx Xxxxx | |||
| Managing Member | ||||
Sourcefire — Series D Co-Sale Agreement
| NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP | ||||
| By: | NEA Partners 10, Limited Partnership | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||
| Name: | Xxxxxxx X. Xxxxxxx III | |||
| Title: | General Partner | |||
| BIG BASIN PARTNERS, L.P. | ||||
| By: | ||||
| Xxxxx Xxxxxxxx | ||||
| Its: | General Partner | |||
Sourcefire — Series D Co-Sale Agreement
| SIERRA VENTURES VII, L.P. | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Manager | |||
| on behalf of Sierra Ventures Associates VII, L.L.C., the General Partner of Sierra Ventures VII, L.P. | ||||
| SIERRA VENTURES VIII-A, L.P. | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Manager | |||
| on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-A, L.P. | ||||
| SIERRA VENTURES VIII-B, L.P. | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Manager | |||
| on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-B, L.P. | ||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C.,
as nominee for its members |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Manager | |||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C.,
as nominee for its members |
||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Manager | |||
Sourcefire — Series D Co-Sale Agreement
| CORE CAPITAL PARTNERS, L.P. | ||||
| By: | /s/ Pascal Luck | |||
| Name: Title: |
Pascal Luck Managing Director |
|||
| MINOTAUR FUNDS, LLC | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: Title: |
Xxxx Xxxxxx Managing Member |
|||
| INFLECTION POINT VENTURES, L.P. | ||||
| By: | Inflection Point Associates, L.P. | |||
| /s/ Xxxxxxx Xxxx | ||||
| By: Its: Name: Title: |
Inflection Point Management LLC General Partner Xxxxxxx Xxxx Authorized Manager |
|||
| INFLECTION POINT VENTURES II, L.P. | ||||
| /s/ Xxxxxxx Xxxx | ||||
| By: Its: Name: Title: |
Inflection Point SBIC Associates LLC General Partner Xxxxxxx Xxxx Authorized Manager |
|||
| /s/ XXXX X. XXXXXX | ||||
| XXXX X. XXXXXX | ||||
| XXXXX X. XXXXXX, XX. | ||||
| Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, as Trustees of the Xxxxxxx Family Revocable Trust as of April 13, 1998 | ||||
| By: | /s/ XXXXXX XXXXXXX | |||
| XXXXXX XXXXXXX | ||||
| By: | /s/ XXXXX XXXXXXX | |||
| XXXXX XXXXXXX | ||||
Sourcefire — Series D Co-Sale Agreement
| SERIES B PURCHASERS: | ||||
| NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP |
||||
| By: | NEA Partners 10, Limited Partnership | |||
| By: | /s/ Xxxxxxx X. Xxxxxxx III | |||
| Name: | Xxxxxxx X. Xxxxxxx III | |||
| Title: | General Partner | |||
| NEA VENTURES 2003, LIMITED PARTNERSHIP | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| BIG BASIN PARTNERS, L.P. | ||||
| By: | ||||
| Xxxxx Xxxxxxxx | ||||
| Its: | General Partner | |||
Sourcefire — Series D Co-Sale Agreement
| SIERRA VENTURES VII, L.P. | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: Title: |
Xxxxx X. Xxxxxx
Manager |
|||
| on behalf of Sierra Ventures Associates VII, L.L.C., the General Partner of Sierra Ventures VII, L.P. | ||||
| SIERRA VENTURES VIII-A, L.P. | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: Title: |
Xxx Xxxxxx Manager |
|||
| on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-A, L.P. | ||||
| SIERRA | VENTURES VIII-B, L.P. | |||
| By: | /s/ Xxx Xxxxxx | |||
| Name: Title: |
Xxx Xxxxxx Manager |
|||
| on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-B, L.P. | ||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C.,
as nominee for its members |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: Title: |
Xxxxx X. Xxxxxx
Manager |
|||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C.,
as nominee for its members |
||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: Title: |
Xxx Xxxxxx Manager |
|||
Sourcefire — Series D Co-Sale Agreement
| CORE CAPITAL PARTNERS, L.P. | ||||
| By: | /s/ Pascal Luck | |||
| Name: | Pascal Luck | |||
| Title: | Managing Director | |||
| MINOTAUR FUNDS, LLC | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Member | |||
| INFLECTION POINT VENTURES, L.P. | ||||
| By: | Inflection Point Associates, L.P. | |||
| /s/ Xxxxxxx Xxxx | ||||
| By: Its: Name: Title: |
Inflection Point Management LLC General Partner Xxxxxxx Xxxx Authorized Manager |
|||
| INFLECTION POINT VENTURES II, L.P. | ||||
| /s/ Xxxxxxx Xxxx | ||||
| By: Its: Name: Title: |
Inflection Point SBIC Associates LLC General Partner Xxxxxxx Xxxx Authorized Manager |
|||
| /s/ Xxxx X. Xxxxxx | ||||
| XXXX X. XXXXXX | ||||
| XXXXX X. XXXXXX, XX. | ||||
Sourcefire — Series D Co-Sale Agreement
| SERIES A PURCHASERS: | ||||
| SIERRA VENTURES VII, L.P. | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Manager | |||
| on behalf of Sierra Ventures Associates VII, L.L.C., the General Partner of Sierra Ventures VII, L.P. | ||||
| SIERRA VENTURES VIII-A, L.P. | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Manager | |||
| on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-A, L.P. | ||||
| SIERRA VENTURES VIII-B, L.P. | ||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Manager | |||
| on behalf of Sierra Ventures Associates VIII, L.L.C., the General Partner of Sierra Ventures VIII-B, L.P. | ||||
| SIERRA VENTURES ASSOCIATES VII, L.L.C.,
as nominee for its members |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Manager | |||
| SIERRA VENTURES ASSOCIATES VIII, L.L.C.,
as nominee for its members |
||||
| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Manager | |||
Sourcefire — Series D Co-Sale Agreement
| CORE CAPITAL PARTNERS, L.P. | ||||||
| By: | /s/ Pascal Luck | |||||
| Name: Title: |
Pascal Luck Managing Member |
|||||
| MINOTAUR FUNDS, LLC | ||||||
| By: | /s/ Xxxx Xxxxxx | |||||
| Name: Title: |
Xxxx Xxxxxx Managing Member |
|||||
| INFLECTION POINT VENTURES, L.P. | ||||||
| By: | Inflection Point Associates, L.P. | |||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Its: Name: Title: |
Inflection Point Management LLC General Partner Xxxxxxx Xxxx Authorized Manager |
|||||
| INFLECTION POINT VENTURES II, L.P. | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
| By: Its: Name: Title: |
Inflection Point SBIC Associates LLC General Partner Xxxxxxx Xxxx Authorized Manager |
|||||
| /s/ E. Xxxxx Xxxxxxx, III | ||||||
| E. XXXXX XXXXXXX, III | ||||||
| MARYLAND DEPARTMENT OF BUSINESS AND ECONOMIC DEVELOPMENT | ||||||
| By: | /s/ Xxxx Xxxxxxxxxxxx | |||||
| Name: Its: |
Xxxx Xxxxxxxxxxxx Secretary |
|||||
Sourcefire — Series D Co-Sale Agreement
| BIG BASIN PARTNERS, L.P. | ||||
| By: | ||||
Its: |
Xxxxx Xxxxxxxx General Partner |
|||
| Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, as Trustees of the Xxxxxxx Family Revocable Trust as of April 13, 1998 | ||||
| By: | /s/ Xxxxxx Xxxxxxx | |||
| XXXXXX XXXXXXX | ||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| XXXXX XXXXXXX | ||||
Sourcefire — Series D Co-Sale Agreement
EXHIBIT A
List of Purchasers
Name and Address
Meritech Capital Partners III, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
Meritech Capital Affiliates III L.P.
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx, XX 00000
Sequoia Capital Franchise Fund &
Sequoia Capital Franchise Partners
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Sequoia Capital Franchise Partners
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, Xxxxxxxxxx 00000
New Enterprise Associates 10, Limited Partnership
NEA Ventures 2003, Limited Partnership
Attn: Xxxxx Xxxxxx
00000 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
NEA Ventures 2003, Limited Partnership
Attn: Xxxxx Xxxxxx
00000 Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
with a copy to:
New Enterprise Associates 10, Limited Partnership
Attn: Xxxxx Xxxxxx
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
New Enterprise Associates 10, Limited Partnership
Attn: Xxxxx Xxxxxx
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Sierra Ventures VII, L.P.
Sierra Ventures VIII-A, L.P.
Sierra Ventures VIII-B, L.P.
Sierra Ventures Associates VII, LLC, as nominee for its members
Sierra Ventures Associates VIII, LLC, as nominee for its members
Attn: Xxx Xxxxxx
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Sierra Ventures VIII-A, L.P.
Sierra Ventures VIII-B, L.P.
Sierra Ventures Associates VII, LLC, as nominee for its members
Sierra Ventures Associates VIII, LLC, as nominee for its members
Attn: Xxx Xxxxxx
0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Sourcefire — Series D Co-Sale Agreement
Core Capital Partners, L.P.
Minotaur Funds, LLC
Minotaur Annex Fund, LLC
Attn: Pascal Luck
000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 20005
Minotaur Funds, LLC
Minotaur Annex Fund, LLC
Attn: Pascal Luck
000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 20005
E. Xxxxx Xxxxxxx, III
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Inflection Point Ventures II, L.P.
Inflection Point Ventures, L.P.
c/o Xxxxx Xxxxxxx
Delaware Technology Park
00 Xxxxxxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Inflection Point Ventures, L.P.
c/o Xxxxx Xxxxxxx
Delaware Technology Park
00 Xxxxxxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxx X. Xxxxxx
In-Q-Tel Inc.
X.X. Xxx 00000
Xxxxxxxxx XX 00000
In-Q-Tel Inc.
X.X. Xxx 00000
Xxxxxxxxx XX 00000
Xxxxx X. Xxxxxx, Xx.
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
0000 Xx. Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Maryland Department of Business and Economic Development
000 X. Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
000 X. Xxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxxxx Xxxx
Big Basin Partners, L.P.
00000 Xxx Xxxxx Xxx, #000
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
00000 Xxx Xxxxx Xxx, #000
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx, Trustees
of the Xxxxxxx Family Revocable Trust
of April 13, 1998
Attn: Xxxxxx Xxxxxxx
0000 Xxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
of the Xxxxxxx Family Revocable Trust
of April 13, 1998
Attn: Xxxxxx Xxxxxxx
0000 Xxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Sourcefire — Series D Co-Sale Agreement
EXHIBIT B
List of Key Holders
| 1. | E. Xxxxx Xxxxxxx, III | |
| 2. | Xxxxxx XxXxxxxxx | |
| 3. | Xxxxxx Xxxxxx | |
| 4. | Xxxx Xxxxxxx | |
| 5. | Xxxxxxxxx Family Revocable Living Trust of 2002 |
Sourcefire — Series D Co-Sale Agreement
