ContractWarrant Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Delaware
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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 21, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and CARBON BLACK, INC., f/k/a Bit9, Inc., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, and replaces, the terms of (and obligations outstanding under) that certain Loan and Security Agreement between Borrower and Bank dated as of August 22, 2013, as amended, modified, supplemented or restated (the “Prior Loan Agreement”). The parties agree that the Prior Loan Agreement is hereby superseded and replaced in its entirety by this Agreement, and the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Massachusetts
This Employment Agreement (the “Agreement”) is made as of July 12, 2017 between Carbon Black, Inc., (the “Company”), and Thomas Neergaard Hansen (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated June 13, 2017 (the “Restrictive Covenant Agreements”) between the Company and the Executive, the Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan, the Company’s 2012 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents,”) this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the Offer Letter dated June 13, 2017.
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Massachusetts
This Employment Agreement (the “Agreement”) is made as of January 1, 2016 between Bit9, Inc., (the “Company”), and Michael Viscuso (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non-Competition and Developments Agreement with the Company dated February 7, 2014 and any Invention Agreements/Restrictive Covenant Agreements that the Executive signed with Carbon Black and which remain in effect (the “Restrictive Covenant Agreements”) between the Company and the Executive, the Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan, the Company’s 2012 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents,”) this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limit
DATED 12 June 2017Lease • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software
BOULTBEE BROOKS (READING) LIMITED incorporated and registered in England and Wales with company number 08800500 whose registered office is at 2nd Floor Broadway House, 32-35 Broad Street, Hereford HR4 9AR (Landlord).
EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Delaware
THIS EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of the 30th day of September, 2015, by and among Bit9, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each an “Investor” and collectively, the “Investors”, which terms shall also include each person to whom the rights of an Investor are assigned pursuant to Section 6.11 and each person who becomes subject to the provisions hereof pursuant to Section 6.16), each of the key holders listed on Schedule B hereto (each a “Key Holder” and collectively, the “Key Holders”, which terms shall also include each person to whom the rights of a Key Holder are assigned pursuant to Section 6.11) and each Carbon Black Stockholder (as defined below).
LEASE AGREEMENT BY AND BETWEEN 201 SOUTH STREET OWNER LLC AND CARBON BLACK, INC. 201-207 SOUTH STREET, BOSTON, MASSACHUSETTSLease Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Massachusetts
WARRANT TO PURCHASE COMMON STOCK OF BIT9, INC.Warrant Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Delaware
This certifies that for value received, SC US GF V Holdings, Ltd., or its registered assigns (the “Holder”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Bit9, Inc., a Delaware corporation (or its successors and assigns) (the “Company”), on the Exercise Date, the Warrant Stock at a price per share equal to the Warrant Price, upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Warrant Stock so purchased in lawful money of the United States or as otherwise provided herein.
EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made on January 1, 2017 between Carbon Black, Inc., (the “Company”), and Ryan Polk (the “Executive”). Except with respect to the Confidentiality, Non-Disclosure, Non- Competition and...Employment Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Massachusetts
This Amendment (“Amendment”) is entered into effective January 1, 2018 , by and between Carbon Black, Inc., f/k/a Bit9, Inc. (the “Company”), and Ryan Polk (the “Executive”).
ContractWarrant Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
BAY COLONY CORPORATE CENTER 1100 WINTER STREET WALTHAM, MASSACHUSETTSLease Agreement • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Massachusetts
OFFICE LEASE 1433 PEARL STREET MALL LLC “LANDLORD” WITH CARBON BLACK, INC. “TENANT” BUILDING: 1433 PEARL STREET BUILDING SUITE: 200 and 300 DATED: FEBRUARY 21, 2018Office Lease • April 9th, 2018 • Carbon Black, Inc. • Services-prepackaged software • Colorado
THIS OFFICE LEASE (“Lease”) is made and entered into as of this 21st day of February, 2018, by and between 1433 Pearl Street Mall LLC, a Colorado limited liability company (“Landlord”), and Carbon Black, Inc., a Delaware corporation (“Tenant”). In consideration of this Lease, Landlord and Tenant covenant and agree as follows:
