0000950123-11-049041 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 12th, 2011 • Carbonite Inc • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of ____________, 2011 by and between Carbonite, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).

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April 27, 2007 Andrew P. Keenan 12 Stop River Road Norfolk, MA 02056 Dear Andrew:
Carbonite Inc • May 12th, 2011

We are delighted to offer you a position at Carbonite and hope you’ll decide to join us. This Offer and Employment Agreement confirms the terms of our offer and your employment:

SEVERANCE AGREEMENT
Severance Agreement • May 12th, 2011 • Carbonite Inc • Massachusetts

THIS SEVERANCE AGREEMENT (the “Agreement”), dated and effective as of May 3, 2011, is by and between Carbonite, Inc., a Delaware corporation (the “Company”), and David Friend (the “Employee”).

CARBONITE, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 12th, 2011 • Carbonite Inc • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of May 11, 2011, by and between COMERICA BANK (“Bank”) and CARBONITE, INC., a Delaware corporation (“Borrower”).

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • May 12th, 2011 • Carbonite Inc • Delaware

This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of December 24, 2009, by and among Carbonite, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).

FIRST AMENDMENT TO COLOCATION/INTERCONNECTION LICENCE
Carbonite Inc • May 12th, 2011

This First Amendment to Colocation/Interconnection License (hereinafter referred to as the “First Amendment”) is made as of the 31 day of October 2006, by and between Markley Boston, LLC (“Licensor”) and CARBONITE, INC. (“Licensee”)

COLOCATION/INTERCONNECTION LICENSE ONE SUMMER STREET MARKLEY BOSTON, LLC, a Delaware Limited Liability Company as Licensor, and CARBONITE, INC., a Delaware Corporation as Licensee
Carbonite Inc • May 12th, 2011 • Massachusetts

This Data Center/Technology License (the “License”), dated as of the date set forth in Item 1 of the Summary of Basic License Information (the “Summary”), below, is made by and between MARKLEY BOSTON, LLC, a Delaware Limited Liability Company (“Licensor”), and CARBONITE, INC., a Delaware Corporation (“Licensee”).

Office Lease by Trustees of Church Realty Trust, Landlord to Carbonite, Inc. Tenant of Premises which are the 14th and 15th floors of Boston, Massachusetts Dated as of: June 25, 2009 This cover page is for identification only and is not part of the Lease.
Carbonite Inc • May 12th, 2011

LEASE by Barbara F. Burley, Harley L. Gates, and Robert A. Herlinger, as they are all of the Trustees of Church Realty Trust and Carbonite, Inc., as each is further described below, dated as of June 25, 2009:

Internap Master Services Agreement
Master Services Agreement • May 12th, 2011 • Carbonite Inc • New York
Office Lease by Trustees of Church Realty Trust, Landlord to Carbonite, Inc. Tenant of Premises being the 3rd floor of Boston, Massachusetts Dated as of: May 20, 2010 This cover page is for identification only and is not part of the Lease.
Carbonite Inc • May 12th, 2011

LEASE by Barbara F. Burley, Harley L. Gates, and Robert A. Herlinger, as they are all of the Trustees of Church Realty Trust and Carbonite, Inc., as each is further described below, dated as of May 20, 2010:

SECOND AMENDMENT TO COLOCATION/INTERCONNECTION LICENCE
Carbonite Inc • May 12th, 2011

This Second Amendment to Colocation/Interconnection License (hereinafter referred to as the “Second Amendment”) is made as of the 9th day of January 2008, by and between MARKLEY BOSTON, LLC (“Licensor”) and CARBONITE, INC. (“Licensee”).

THIRD AMENDMENT TO COLOCATION/INTERCONNECTION LICENCE
Carbonite Inc • May 12th, 2011

This Third Amendment to Colocation/Interconnection License (hereinafter referred to as the “Third Amendment”) is made as of the 31st day of October 2008, by and between MARKLEY BOSTON, LLC (“Licensor”) and CARBONITE, INC. (“Licensee”).

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