INDEMNIFICATION AGREEMENTIndemnification Agreement • November 22nd, 2006 • Guidance Software, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2006 by and between Guidance Software, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Morgan Stanley & Co. Incorporated Lehman Brothers Inc. Wachovia Capital Markets, LLC As Representatives of the several underwriters named on Schedule I c/o Morgan Stanley & Co. IncorporatedGuidance Software, Inc. • November 22nd, 2006 • Services-prepackaged software • New York
Guidance Software, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule II hereto severally propose to sell to the several Underwriters, an aggregate of shares of the common stock, par value $.001 per share of the Company (the “Firm Shares”), of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
TAX MATTERS AGREEMENTTax Matters Agreement • November 22nd, 2006 • Guidance Software, Inc. • Services-prepackaged software • California
TAX MATTERS AGREEMENT (the “Agreement”), dated as of , 2006 and effective as of the date of the Revocation (as defined herein), by and among Guidance Software, Inc., a California corporation (the “Company”), the persons listed on Schedule A attached hereto (individually, a “Stockholder” and, collectively, the “Stockholders”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 22nd, 2006 • Guidance Software, Inc. • Services-prepackaged software • California
This Amendment shall be deemed to be a part of and subject to that certain Credit Agreement dated as of May 4, 2005, as it may be amended from time to time, and any and all addenda and riders thereto (collectively the “Agreement”). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control.
