EXHIBIT 10.1
WATCHGUARD TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of the 4th
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day of October, 2000, by and among WatchGuard Technologies, Inc., a Delaware
corporation ("WatchGuard"), and each of the stockholders of Qiave Technologies
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Corporation, a Massachusetts corporation (the "Company"), listed on Exhibit A to
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this Agreement (collectively, the "Stockholders").
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RECITALS
A. WatchGuard, Xxxxx Acquisition Corporation, a Delaware corporation and
wholly owned subsidiary of WatchGuard ("Merger Sub"), the Company, and certain
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common stockholders of the Company have entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated October 4, 2000, pursuant to which Merger
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Sub will be merged with and into the Company, with the Company as the surviving
corporation (the "Merger"), and the Stockholders will receive shares of common
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stock, par value $0.001 per share, of WatchGuard (the "WatchGuard Common Stock")
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in exchange for their shares of the outstanding common stock and Series A
preferred stock of the Company.
B. As a condition to the Merger, WatchGuard must enter into this Agreement
with the Stockholders to provide certain rights to register the shares of
WatchGuard Common Stock to be received by the Stockholders in the Merger.
C. WatchGuard, the Company and the Stockholders each desire to facilitate
the Merger by agreeing to the terms and conditions set forth in this Agreement.
AGREEMENT
The parties to this Agreement hereby covenant and agree as follows:
1. DEFINITIONS
For purposes of this Agreement:
1.1 The term "Registrable Securities" means the shares of WatchGuard
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Common Stock issued to the Stockholders in the Merger (and any other shares of
WatchGuard Common Stock issued as a dividend or other distribution with respect
to, or in exchange for or in replacement of, such shares); provided, however,
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that the foregoing definition shall exclude any Registrable Securities sold by a
person or entity in a transaction in which his, her or its rights under this
Agreement are not permissibly assigned or transferred in accordance with Section
3 of this Agreement.
1.2 The term "Holder" means (a) as of the date of this Agreement, the
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Stockholders and (b) after the date of this Agreement, any person to whom
Registrable Securities have been permissibly assigned or transferred in
accordance with Section 3 of this Agreement.
1.3 The term "Form S-3" means such form of registration statement under
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the Securities Act of 1933, as amended (the "Securities Act"), or any successor
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form under the Securities Act that permits significant incorporation by
reference of WatchGuard's public filings under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
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2. FORM S-3 REGISTRATION
2.1 Shelf Registration.
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(a) No later than 60 days after the closing date of the Merger (the
"Closing Date"), WatchGuard shall prepare and file with the Securities and
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Exchange Commission (the "SEC") a registration statement on Form S-3 (the
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"Registration Statement") registering for resale the Registrable Securities,
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which sales may be effected from time to time on the Nasdaq National Market or
in privately negotiated transactions. WatchGuard shall use its commercially
reasonable best efforts to (i) cause the Registration Statement to be declared
effective by the SEC as soon as practicable after filing and (ii) cause the
Registration Statement to remain effective until the earlier of (A) one year
after the Closing Date and (B) the date on which all of the Registrable
Securities covered by the Registration Statement have been sold (the "Selling
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Period").
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(b) WatchGuard shall not be obligated to effect any such registration
pursuant to this Section 2.1:
(i) if Form S-3 is not available for such registration;
(ii) if WatchGuard shall furnish to the Holders a
certificate signed by the president, chief executive officer or chief financial
officer of WatchGuard stating that: (A) in the good-faith judgment of
WatchGuard's board of directors, effectuating a registration on Form S-3 at such
time would be detrimental to WatchGuard and its stockholders or (B) that there
exists a Disclosure Condition (as defined below), in which event WatchGuard
shall have the right to defer the filing of the Form S-3 until the filing would
no longer be detrimental or until disclosure is made, but in not event later
than 90 days after the date of such certificate; provided, however, that
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WatchGuard may not so delay the filing if WatchGuard is at that time publicly
selling shares of its capital stock; and provided further that the Selling
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Period shall be extended by the number of days by which the initial filing of
the Registration Statement was so delayed.
2.2 Obligations of WatchGuard.
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In effecting the registration of the Registrable Securities under Section
2.1, WatchGuard shall use its commercially reasonable best efforts to:
(a) during the Selling Period, prepare (and afford counsel for the
Holders a reasonable opportunity to review and comment on) and file with the SEC
such amendments and supplements to the Registration Statement and the prospectus
used in connection with the Registration Statement (the "Prospectus") as may be
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necessary to comply with the provisions
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of the Securities Act and applicable state securities laws with respect to the
disposition of all Registrable Securities covered by the Registration Statement;
(b) during the Selling Period, furnish to each of the Holders such
numbers of copies of the Prospectus, including the preliminary Prospectus, and
such other documents as the Holders may reasonably request to facilitate the
disposition of the Registrable Securities covered by the Registration Statement;
(c) register and qualify the Registrable Securities covered by the
Registration Statement under the securities or blue sky laws of such states or
jurisdictions as shall be reasonably requested by the Holders; provided,
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however, that WatchGuard shall not be required, in connection with or as a
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condition to such registration and qualification, to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions ;
(d) cause all such Registrable Securities covered by the Registration
Statement to be listed on the Nasdaq National Market or such other securities
exchange on which WatchGuard Common Stock is then listed; and
(e) during the period in which the Prospectus is required to be
delivered under the Securities Act, promptly notify each Holder of Registrable
Securities covered by the Registration Statement in the event there exists
material nonpublic information that must be disclosed so that the Prospectus, as
then in effect, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated in the Prospectus or necessary to
make the statements in the Prospectus not misleading in light of the
circumstances then existing (a "Disclosure Condition").
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2.3 Suspension of Registration Statement.
(a) If at any time, and from time to time, during the Selling Period
WatchGuard shall furnish to the Holders a certificate signed by the president,
chief executive officer or chief financial officer of WatchGuard stating that
(i) in the good-faith judgment of WatchGuard's board of directors, permitting
the sale of WatchGuard Common Stock pursuant to the Registration Statement at
such time would be detrimental to WatchGuard and its stockholders or (ii) there
exists a Disclosure Condition, WatchGuard may require that no sales be made by
the Holders under the Registration Statement or Prospectus until such time as
the board of directors notifies the Holders in writing that such sales may be
resumed; provided, however, that WatchGuard shall not exercise this right for
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more than 90 days in the aggregate; and provided further that WatchGuard may not
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so suspend the use of the Registration Statement during any time in which is
publicly selling shares of its capital stock; and provided further that the
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Selling Period shall be extended by the aggregate number of days for which the
use of the Registration Statement is suspended.
(b) If such suspension shall relate to a Disclosure Condition, then
WatchGuard shall (i) make the required disclosure as soon as practicable after
such notice to the Holders and (ii) if necessary, prepare and file as soon as
reasonably practicable any amendment to the Registration Statement or supplement
to the Prospectus or any Exchange Act
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filing as shall be required to correct such untrue statement or omission, notify
the Holders of any such filing and furnish the Holders with a reasonable number
of copies of any such amendment or supplement. WatchGuard may delay filing,
preparing or distributing any such amendment or supplement, however, if
WatchGuard's board of directors shall determine in good faith that amending the
Registration Statement or supplementing the Prospectus at such time would be
detrimental to WatchGuard and its stockholders; provided, however, that
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WatchGuard shall not exercise this right for more than 90 days in the aggregate;
and provided further that WatchGuard may not so delay such amendment or
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supplement during any time in which WatchGuard is publicly selling shares of its
capital stock; and provided further that the Selling Period shall be extended by
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the aggregate number of days for which the amendment or supplement is delayed.
(c) If a Holder receives notification from WatchGuard pursuant to
subsection (a) of this Section 2.3 that the use of the Registration Statement or
Prospectus shall be suspended, then such Holder shall: (i) keep the fact of such
notification and its contents confidential and (ii) immediately suspend all
sales of WatchGuard Common Stock and any use of the Registration Statement or
Prospectus to which the notification applies, until such time as such Holder
receives notification from WatchGuard that such sales may be made.
2.4 Information With Respect to Holders.
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WatchGuard shall not be required to take any action pursuant to this
Article 2 with respect to the Registrable Securities of any selling Holder
unless such Holder shall furnish to WatchGuard such information as shall be
required to effect the registration of such Holder's Registrable Securities,
including information regarding such Holder, the Registrable Securities held by
such Holder and such Holder's intended method of disposing of the Registrable
Securities.
2.5 Expenses of Registration.
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WatchGuard shall pay all expenses of registration pursuant to this
Agreement, including all registration, filing, qualification, printers' and
accounting fees, and fees and disbursements of counsel for WatchGuard, but
excluding any fees, commissions or discounts incurred by any selling Holder in
connection with the sale of the Registrable Securities and the fees and
disbursements of counsel for any selling Holder.
2.6 Delay of Registration.
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No Holder shall have any right to obtain or seek an injunction restraining
or otherwise delaying any registration pursuant to this Agreement as the result
of any controversy that might arise with respect to interpreting or implementing
this Agreement.
3. ASSIGNMENT
The Registrable Securities, and the registration rights granted under
Article 2, may be assigned (but only with all related obligations) by a Holder:
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(a) if such Holder is an entity, to such Holder's constituent partners or
members or to any parent entity of such Holder; or
(b) if such Holder is an individual, to such Holder's spouse, lineal
descendants, parents or siblings (or trust for the benefit of one or more of
such persons or a custodian of the property of any of the foregoing) during such
Holder's lifetime by gift or upon such Holder's death by will or intestacy; or
(c) any transferee who acquires all of such Holder's Registrable
Securities.
Such transfer or assignment shall be effective only if (y) within a reasonable
time after such transfer, the transferring or assigning Holder (or, in the case
of clause (b), the representative of such Holder's estate) furnishes WatchGuard
with written notice of the name and address of such transferee or assignee and
the number of Registrable Securities with respect to which such registration
rights are being assigned, and (z) immediately following such transfer, the
transferee or assignee agrees in writing to take and hold the Registrable
Securities in accordance with the restrictions, obligations and conditions
specified in this Agreement.
4. INDEMNIFICATION
4.1 By WatchGuard.
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To the extent permitted by law, WatchGuard shall indemnify and hold
harmless each Holder, and any person who controls or is controlled by such
Holder within the meaning of the Securities Act, against any losses, claims,
damages, or liabilities, or actions with respect to such losses, claims, damages
or liabilities, to which such Holder or controlling or controlled person may
become subject under the Securities Act, the Exchange Act or other federal or
state law (any of these, a "Loss"), insofar as such Loss arises out of or is
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based on: (a) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or Prospectus, including any
preliminary Prospectus, final Prospectus or any amendment or supplement to the
Registration Statement or Prospectus; (b) the omission or alleged omission to
state in the Registration Statement or Prospectus a material fact required to be
stated in the Registration Statement or Prospectus, or necessary to make the
statements in the Registration Statement or Prospectus not misleading; or (c)
any violation or alleged violation by WatchGuard of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law (any of
(a), (b) or (c), a "Violation"). WatchGuard will pay to each such Holder or
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controlling or controlled person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such Loss. Notwithstanding the foregoing, (i) the indemnification obligations of
WatchGuard contained in this Section 4.1 shall not apply to amounts paid in
settlement of any Loss if such settlement is effected without the consent of
WatchGuard (which consent shall not be unreasonably withheld), (ii) WatchGuard
shall not be liable to any Holder or controlling or controlled person for any
Loss to the extent that such Loss arises out of or is based on written
information furnished by any such Holder or controlling or controlled person
expressly for use in connection with the Registration Statement or the
Prospectus and (iii) WatchGuard shall not be liable to any Holder or controlling
or
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controlled person for any Loss to the extent such Loss arises out of the failure
of such Holder or controlling or controlled person to deliver a copy of any
Prospectus or Prospectus supplement.
4.2 By the Holders.
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To the extent permitted by law, each selling Holder will indemnify and hold
harmless WatchGuard, each of its directors, each of its officers who has signed
the Registration Statement, each person or entity, if any, who controls or is
controlled by WatchGuard within the meaning of the Securities Act, any other
Holder selling securities in the Registration Statement and any controlling
person of any such Holder, against any Losses to which any of the foregoing
persons may become subject, to the extent that such Losses arise out of or are
based on any Violation occurring (i) in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with the Registration Statement or the Prospectus or (ii) as a result of the
failure of such Holder or controlling or controlled person to deliver a copy of
any Prospectus or Prospectus supplement. Each such indemnifying Holder will pay,
as incurred, any legal or other expenses reasonably incurred by any person
entitled to indemnification pursuant to this Section 4.2, in connection with
investigating or defending any such Loss; provided, however, that the
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indemnification obligations of the Holders contained in this Section 4.2 shall
not apply to amounts paid in settlement of any Loss if such settlement is
effected without the consent of the Holder (which consent shall not be
unreasonably withheld); and provided further that in no event shall any
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indemnification obligations of any Holder under this Section 4.2 exceed the
aggregate proceeds received by such Holder in the offering, except in the case
of willful fraud by such Holder.
4.3 Procedure.
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(a) Promptly after receipt by an indemnified party under this Article
4 of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim for indemnification with
respect to such action is to be made against any indemnifying party under this
Article 4, deliver to the indemnifying party a written notice of the
commencement of such action. The indemnifying party shall have the right to
participate in and, to the extent the indemnifying party so desires, to assume
the defense of such action jointly with any other indemnifying party similarly
noticed, with counsel mutually satisfactory to the indemnified and indemnifying
parties; provided, however, that an indemnified party (together with all other
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indemnified parties that may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the reasonable fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure by an indemnified party to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, however, will not relieve the indemnifying party of any liability that
it may have to the indemnified party under this Article 4 unless, and to the
extent, such failure is prejudicial to the indemnifying party's ability to
defend such action. No indemnifying party, in defending any such claim or
litigation, shall, except with the consent of each indemnified party, consent to
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entry of any judgment or enter into any settlement, unless the claimant or
plaintiff agrees to release the indemnified party from all liability with
respect to such claim or litigation.
(b) If the indemnification provided for in this Article 4 is held by
a court of competent jurisdiction (and the time to appeal has expired or appeal
is denied) to be unavailable to an indemnified party with respect to any Loss,
then the indemnifying party, in lieu of indemnifying such indemnified party
pursuant to this Article 4, shall contribute to the amount paid or payable by
such indemnified party as a result of such Loss in such proportion as is
appropriate to reflect the relative fault of each of the indemnifying party and
the indemnified party in connection with the Violation that resulted in such
Loss as well as any other relevant equitable considerations; provided, however,
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that in no event shall any contribution by a Holder under this Section 4.3(b)
exceed the aggregate proceeds from the offering received by such Holder, except
in the case of willful fraud by such Holder. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the Violation relates to information supplied by
the indemnifying party or by the indemnified party and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such Violation.
5. MISCELLANEOUS
5.1 Termination of Entire Agreement Upon Change of Control.
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This Agreement shall terminate, and have no further force and effect, in
the event that WatchGuard shall sell, convey or otherwise dispose of all or
substantially all of its assets or business or merge with or into or consolidate
with any other corporation (other than a wholly owned subsidiary) or effect any
other transaction or series of related transactions in which more than 50% of
the voting power of WatchGuard is disposed of and WatchGuard is not the
survivor; provided, however, that this Agreement shall not be terminated
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following a merger effected solely for the purpose of changing the domicile of
WatchGuard.
5.2 Successors and Assigns.
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Except as otherwise provided in this Agreement, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties to this
Agreement or their respective successors and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
5.3 Amendments and Waivers.
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Any term of this Agreement may be amended or waived only with the written
consent of WatchGuard and the Stockholder Representative (as defined in the
Merger Agreement). Notwithstanding the foregoing, this Agreement may be amended
by WatchGuard for the sole purpose of including additional holders of WatchGuard
Common Stock as "Holders." Each such amendment, modification, waiver,
termination or discharge shall be effective only in the specific instance and
for the specific purpose for which it was given. Any amendment or
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waiver effected in accordance with this Section 5.3 shall be binding upon each
party to this Agreement, whether or not such party has signed such amendment or
waiver, each future holder of Registrable Securities and WatchGuard.
5.4 Notices.
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Any notice, request or demand desired or required to be given under this
Agreement shall be in writing given by personal delivery, confirmed facsimile
transmission or overnight courier service, in each case addressed as set forth
on the signature page of this Agreement or to such other address as any party
shall have previously designated by such a notice. The effective date of any
notice, request or demand shall be the date of personal delivery, the date on
which successful facsimile transmission is confirmed or the date actually
delivered by a reputable overnight courier service, as the case may be, in each
case properly addressed as provided in this Section 6.4 and with all charges
prepaid.
5.5 Severability.
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If any provision of this Agreement, or the application of such provision to
any person, place or circumstance, shall be held to be invalid, unenforceable or
void, all other provisions of this Agreement, and the invalidated provision as
applied to other persons, places and circumstances, shall remain in full force
and effect, and shall be liberally construed in order to carry out the intent of
the parties to this Agreement as nearly as possible. Any court or arbitrator
having jurisdiction shall have the power to reform such provision to the extent
necessary for the provision to be enforceable under applicable law.
5.6 Governing Law.
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This Agreement shall be governed by and construed in accordance with the
laws of the state of Delaware applicable to contracts executed in and to be
performed in that state.
5.7 Counterparts.
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This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
5.8 Headings.
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The titles and subtitles used in this Agreement are used for convenience
only and shall not be considered in construing or interpreting this Agreement.
5.9 Arbitration.
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Any controversy, claim or dispute arising out of or relating to this
Agreement among the parties to this Agreement or their successors, assignees,
affiliates or agents shall be settled by arbitration in accordance with the
commercial arbitration rules of the American Arbitration Association then in
effect. The arbitration shall be conducted by one arbitrator either mutually
agreed upon by WatchGuard and the Stockholder Representative or chosen in
accordance with the AAA Rules, except that the parties shall have any right to
discovery as would be permitted
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by the Federal Rules of Civil Procedure for a period of 90 days following the
commencement of the arbitration and the arbitrator shall resolve any dispute
that arises in connection with such discovery. The parties agree to abide by all
decisions and awards rendered in such proceedings, and decisions and awards
rendered by the arbitrator shall be final and conclusive and may be entered in
any court having jurisdiction as a basis of judgment and of the issuance of
execution for its collection. All such contr oversies, claims or disputes shall
be resolved by arbitration in lieu of any action at law or equity; provided,
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however, that nothing in this Section 5.9 shall be construed as precluding
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WatchGuard or the Stockholders from bringing an action for injunctive relief or
other equitable relief. The prevailing party shall be entitled to costs,
expenses and reasonable attorneys' fees, and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction. The parties
shall keep confidential the existence of the claim, controversy or disputes from
third parties (other than arbitrator(s)), and the determination of the
arbitration, unless otherwise required by law.
5.10 Entire Agreement.
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This Agreement, together with the attached exhibits, contains the entire
agreement and understanding among the parties to this Agreement and supersedes
any prior or contemporaneous written or oral agreements among the parties with
respect to the subject matter of this Agreement.
5.11 Rule 144 Reporting.
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With a view to making available the benefits of certain rules and
regulations of the SEC that may permit the sale of the Registrable Securities to
the public without registration, WatchGuard agrees at all times to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the SEC in a timely manner
all reports and other documents required of WatchGuard under the Securities Act
and the Exchange Act; and
(c) furnish to each Holder upon request a written statement by
WatchGuard as to its compliance with the reporting requirements of such Rule 144
and of the Securities Act and Exchange Act, a copy of the most recent annual or
quarterly report of WatchGuard, and such other reports and documents so filed by
WatchGuard as such Holder may reasonably request in availing itself of any rule
or regulation of the SEC allowing such holder to sell any Registrable Securities
without registration.
[signature page follows]
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IN WITNESS WHEREOF, The parties have executed this Registration Rights
Agreement as of the date first above written.
WatchGuard TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx
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Its: Executive Vice President,
Finance, CFO, Secretary
and Treasurer
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Address: 000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Qiave STOCKHOLDERS:
/s/ Xxxx X Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------- -------------------------------
Xxxx X. Xxxxxx Xxxxxxx Xxxxxxxx
Address: 00 Xxxxxx Xx. Address:
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Xxxxxx, XX 00000
-------------------------------- -------------------------------
-------------------------------- -------------------------------
Fax: 000-000-0000 Fax:
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/s/ Xxxx Xxxx /s/ Xxxxx Xxxx
-------------------------------- -------------------------------
Xxxx Xxxx Xxxxx Xxxx
Address: Address:
------------------------ -----------------------
-------------------------------- -------------------------------
-------------------------------- -------------------------------
Fax: Fax:
---------------------------- ---------------------------
/s/ Xxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- -------------------------------
Xxxx Xxxxxx Xxxxxx X. Xxxxxxxx
Address: 000 Xxxxxx Xxxx Address: 000 X. Xxxxxx Xx.
------------------------ -----------------------
Xxxxxx, XX 00000 Xxxxxx, XX 00000
-------------------------------- -------------------------------
-------------------------------- -------------------------------
Fax: Fax:
---------------------------- ---------------------------
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/s/ Xxxxxx Xxxxxx /s/ Xxxxx X. Xxxx
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxx X. Xxxx
Address: 00 Xxx Xxxxxx Xxxxx Address: 00 Xxxxx Xx.
----------------------- -----------------------
Xxxxxxxx, XX 00000 Xxxxxx, XX 00000
------------------------------- -------------------------------
------------------------------- -------------------------------
Fax: 000-000-0000 Fax: 000-000-0000
--------------------------- ---------------------------
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxx
Address: 00 Xxxxxxxxxx Xx Address: Box 812
----------------------- -----------------------
Xxxxxxx, XX 00000 000 Xxxxx Xxxx Xxxx
------------------------------- -------------------------------
Xxxxxx, XX 00000
------------------------------- -------------------------------
Fax: Fax: 000-000-0000
--------------------------- ---------------------------
/s/ Xxxxxxxxxxx Xxxxxxxx /s/ Xxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxxxxxxxxx Xxxxxxxx Xxxx X. Xxxxxx, Xx.
0 Xxxxxx Xx. 54 Claypit Xxxx Xx.
Address:----------------------- Address:-----------------------
Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
------------------------------- -------------------------------
------------------------------- -------------------------------
Fax: Fax: 000-000-0000
--------------------------- ---------------------------
/s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
Address: 000 Xxxxxxx Xxx.
-----------------------
X. Xxxxxxxxxx, XX
-------------------------------
-------------------------------
Fax: 000-000-0000
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XXXXXX REVOCABLE FAMILY XXXXXX FAMILY TRUST
TRUST
/s/ Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx -----------------------------
------------------------------- By: Xxxxxx X. Xxxxxx
By: Xxxx X. Xxxxxx --------------------------
---------------------------- Its: Trustee
Its: Trustee -------------------------
---------------------------
Address: 00 Xxxxxx Xxxx 000XXXXXXXXX.XXX, INC.
-----------------------
Xxxxxx, XX 00000
------------------------------- /s/ Xxx Xxxx
-----------------------------
------------------------------- By: Xxx Xxxx
--------------------------
------------------------------- Its: CEO
-------------------------
Fax: 000-000-0000
--------------------------- Address:
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MASSACHUSETTS TECHNOLOGY
DEVELOPMENT CORPORATION -----------------------------
/s/ Xxxxxx X. Xxxxxxx -----------------------------
-------------------------------
By: Xxxxxx X. Xxxxxxx -----------------------------
----------------------------
Its: Executive Vice President Fax:-------------------------
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Address: 000 Xxxxx Xxxxxx XXX EQUITY FUND IV, L.P.
-----------------------
Xxxxxx, XX 00000
------------------------------- /s/ [signature illegible]
-----------------------------
------------------------------- By: JMI Associates IV, L.L.C.
--------------------------
------------------------------- Its: General Partner
-------------------------
Fax: (000) 000-0000
--------------------------- Address:
---------------------
JMI EQUITY FUND IV (AI), L.P. -----------------------------
/s/ [signature illegible] -----------------------------
-------------------------------
By: JMI Associates IV, L.L.C. -----------------------------
----------------------------
Its: General Partner Fax:
--------------------------- -------------------------
Address: JMI EURO EQUITY FUND IV, L.P.
-----------------------
/s/ [signature illegible]
------------------------------- -----------------------------
By: JMI Associates, L.L.C.
------------------------------- --------------------------
Its: General Partner
------------------------------- -------------------------
Fax:
---------------------------
Address:
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XXXX FAMILY TRUST
-----------------------------
/s/ Xxxx X. Xxxx
------------------------------- -----------------------------
By: Xxxx X. Xxxx
---------------------------- -----------------------------
Its: Trustee Fax:
--------------------------- -------------------------
Address:
-----------------------
ROSE FAMILY TRUST
-------------------------------
/s/ Xxxxxxxxx X. Xxxx
------------------------------- -----------------------------
Fax: By: Xxxxxxxxx X. Xxxx
--------------------------- --------------------------
Its: Trustee
-------------------------
Address:
---------------------
-----------------------------
-----------------------------
Fax:
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COMMONWEALTH CAPITAL
JMI EQUITY SIDE FUND IV, L.P. VENTURES II, L.P.
/s/ [signature illegible] /s/ [Signature illegible]
------------------------------- -----------------------------
By: JMI Side Associates, L.L.C. By: [illegible]
---------------------------- --------------------------
Its: General Partner Its: general partner
--------------------------- -------------------------
Address: Address:
----------------------- ---------------------
------------------------------- -----------------------------
------------------------------- -----------------------------
------------------------------- -----------------------------
Fax: Fax:
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/s/ Xxxxxx Xxxxxxxxx
CCV II ASSOCIATES, L.P. -----------------------------
Xxxxxx Xxxxxxxxx
/s/ [signature illegible] Address: 0 Xxxxxx Xxxx Xxxx
------------------------------- --------------------
By: [Illegible] Xxxxxxx, XX 00000
--------------------------- -----------------------------
Its: general partner Fax: 000-000-0000
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-----------------------------
Xxxxx Xxxxxx
Address: Address:
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------------------------------- -----------------------------
------------------------------- -----------------------------
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Fax:
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Exhibit A
QIAVE STOCKHOLDERS
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No. of Shares of
WatchGuard
Name Common Stock
--------------------------------------------------------------------- ----------------
Xxxx Xxxxxx.......................................................... 6,318
Xxxx Family Trust.................................................... 15,164
Xxxx Xxxx............................................................ 92,154
Xxxxxx Xxxxxx........................................................ 26,501
CCV II Associates, LP................................................ 7,144
Commonwealth Capital Ventures II, L.P................................ 144,497
Xxxxxx Family Trust.................................................. 27,079
Xxxx Xxxxxx.......................................................... 172,582
Xxxxxx Revocable Trust............................................... 48,020
Xxxx Xxxxxx.......................................................... 12,637
Xxxxxxx Xxxxxxxx..................................................... 102,326
Xxxxxx Xxxxxxxx...................................................... 5,055
Xxxxxxx Xxxxx........................................................ 6,318
Xxxxxxx Xxxxxx....................................................... 12,637
JMI Equity Fund (AI), L.P............................................ 23,200
JMI Equity Fund IV, L.P.............................................. 292,966
JMI Equity Side Fund, L.P............................................ 7,298
JMI Euro Equity Fund IV, L.P......................................... 93,549
Massachusetts Technology Development Corporation..................... 50,547
Xxxxx Xxxxxx......................................................... 7,130
100x Xxxxxxxx.xxx, Inc............................................... 31,945
Xxxxxx Xxxxxxxxx..................................................... 5,416
Rose Family Trust.................................................... 18,359
Xxxxx Xxxx........................................................... 71,488
Xxxxx Xxxx........................................................... 6,349
Xxxxxxxxxxx Zannetus................................................. 6,318
----------------------------------------------------------------------------------------
Total 1,292,997
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