ContractWarrant Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LEASE by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership and SHOTSPOTTER, INC., a Delaware corporation, d/b/a SST, INC.Lease • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software
IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Term Commencement Date and Term Expiration Date as of the date first written above.
INDEMNITY AGREEMENTIndemnity Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between SHOTSPOTTER, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT TO PURCHASE STOCKWarrant Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software • Delaware
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Finance Equity Investors, LP, a Delaware limited partnership (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Class of Stock (the “Shares”) of ShotSpotter, Inc. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and ORIX Venture Finance LLC, dated as of September 25, 2015 (as amended from time to time, the “Loan Agreement”). (Capitalized terms used herein that are not defined herein shall have the meanings set forth in the Loan Agreement.)
March 13, 2017 Joseph Hawkins Dear Joseph:Employment Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software
Since July 2, 2012, you have been employed by ShotSpotter, Inc. (the “Company”) as its Senior Vice President, Operations pursuant to a letter agreement with the Company dated June 21, 2012 (the “Prior Letter Agreement”). The Company desires to continue your employment as its Senior Vice President of Operations and provide you with certain compensation and benefits in return for your services, and you agree to be retained by the Company in such capacity and to receive the compensation and benefits on the terms and conditions set forth in this letter agreement (the “Letter Agreement”). The Company and you desire to enter into this Letter Agreement to become effective and replace and supersede the Prior Letter Agreement, subject to your signature below, effective as of the date of this Letter Agreement (the “Effective Date”) in order to memorialize the terms and conditions of your employment by the Company upon and following the Effective Date.
March 13, 2017 Alan Stewart Dear Alan:Letter Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software
Since February 3, 2017, you have been employed by ShotSpotter, Inc. (the “Company”) as its Chief Financial Officer pursuant to a letter agreement with the Company dated January 4, 2017 (the “Prior Letter Agreement”). The Company desires to continue your employment as its Chief Financial Officer and provide you with certain compensation and benefits in return for your services, and you agree to be retained by the Company in such capacity and to receive the compensation and benefits on the terms and conditions set forth in this letter agreement (the “Letter Agreement”). The Company and you desire to enter into this Letter Agreement to become effective and replace and supersede the Prior Letter Agreement, subject to your signature below, effective as of the date of this Letter Agreement (the “Effective Date”) in order to memorialize the terms and conditions of your employment by the Company upon and following the Effective Date.
SHOTSPOTTER, INC. WARRANT TO PURCHASE SERIES B-1 PREFERRED STOCKWarrant Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software • California
THIS CERTIFIES THAT, for value received, or assigns (the “Holder”), is entitled to subscribe for and purchase from SHOTSPOTTER, INC., a Delaware corporation, with its principal office at 7979 Gateway Blvd., Suite 210, Newark, CA 94560 (the “Company”) ( ) Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued as one of a series of warrants (the “Warrants”) pursuant to the terms of the Series B-1 Preferred Stock and Warrant Purchase Agreement, dated February 14, 2014, by and among the Company and the other parties named therein (the “Purchase Agreement”).
SECOND AMENDMENT TO LEASELease • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 15th day of December, 2016 (the “Execution Date”), by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”), and SHOTSPOTTER, INC., a Delaware corporation, d/b/a SST, INC. (“Tenant”).
SHOTSPOTTER, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software • California
This Investors’ Rights Agreement (the “Agreement”) is made as of July 12, 2012, by and among ShotSpotter, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, each of which is herein referred to individually, as an “Investor,” and collectively, as “Investors.”
Loan and Security AgreementLoan and Security Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software • New York
This Loan and Security Agreement is entered into on the above date (the “Closing Date”) between ORIX Ventures, LLC, a Delaware limited liability company (“Lender”), with an address at 485 Lexington Avenue, 27th Floor, New York, NY 10117 and the borrower named above (“Borrower”). The Schedule to this Loan and Security Agreement being signed concurrently (the “Schedule”) is an integral part of this Agreement. Definitions of certain terms used in this Agreement are set forth in Section 8 below.
FIRST AMENDMENT TO LEASELease • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 3rd day of September, 2014, by and between BMR-PACIFIC RESEARCH CENTER LP, a Delaware limited partnership (“Landlord”), and SHOTSPOTTER, INC., a Delaware corporation, d/b/a SST, INC. (“Tenant”).
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • May 2nd, 2017 • Shotspotter, Inc • Services-prepackaged software • Delaware
This Agreement is made and entered into, as of September 16, 2015 (“Effective Date”), by and between ShotSpotter, Inc. (“Company”), a Delaware corporation having a principal address at 7979 Gateway Blvd., #210, Newark, California 94560 and Marc Morial, a(n) individual (“Contractor”) with a principal address at
