AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 27, 2017, by and among SWITCH, LTD., as Borrower, the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender,...Credit Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 27, 2017, by and among SWITCH, LTD., a Nevada limited liability company, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2017 by and among Switch, Ltd., a Nevada limited liability company (the “Company”), Switch, Inc., a Nevada corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original Members”).
TAX RECEIVABLE AGREEMENT by and among SWITCH, INC. SWITCH, LTD. and THE MEMBERS OF SWITCH, LTD. FROM TIME TO TIME PARTY HERETO Dated as of [•], 2017Tax Receivable Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], 2017, is hereby entered into by and among Switch, Inc., a Nevada corporation (the “Corporation”), Switch, Ltd., a Nevada limited liability company (“Switch, Ltd.”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT dated as of June 27, 2017 by and among SWITCH, LTD., as Borrower, and Certain Domestic Subsidiaries of SWITCH, LTD., as Guarantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Subsidiary Guaranty Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT (this “Guaranty”), dated as of June 27, 2017, is made by SWITCH, LTD., a Nevada limited liability company (the “Borrower”) and certain Subsidiaries of the Borrower (such Subsidiaries, collectively, the “Guarantors” and each, a “Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of itself and the Secured Parties.
INCENTIVE UNIT AWARD AGREEMENTIncentive Unit Award Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This Incentive Unit Award Agreement (this “Agreement”) is made as of the Effective Date (as defined below) by and between Switch, Ltd. (“Switch”) and the undersigned recipient (the “Recipient”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Appendix A attached hereto or the Fourth Amended and Restated Operating Agreement of Switch (the “Operating Agreement”).
FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF SWITCH, LTD. a Nevada limited-liability company Dated as of [•], 2017Operating Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This FIFTH AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), dated as of [•], 2017, is entered into by and among Switch, Ltd., a Nevada limited-liability company (the “Company”), and its Members (as defined herein).
LTIP INCENTIVE UNIT AWARD AGREEMENTLtip Incentive Unit Award Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
This LTIP Incentive Unit Award Agreement (this “Agreement”) is made as of the Effective Date (as defined below) by and between Switch, Ltd. (“Switch”) and the undersigned recipient (the “Recipient”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Appendix A attached hereto or the Fourth Amended and Restated Operating Agreement of Switch (the “Operating Agreement”).
AMENDED AND RESTATED COLLATERAL AGREEMENT dated as of June 27, 2017 by and among SWITCH, LTD., and certain of its Subsidiaries, as Grantors, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCollateral Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED COLLATERAL AGREEMENT (this “Agreement”), dated as of June 27, 2017, by and among SWITCH, LTD., a Nevada limited liability company (the “Borrower”), certain Domestic Subsidiaries of the Borrower as identified on the signature pages hereto and any Additional Grantor (as defined below) who may become party to this Agreement (such Domestic Subsidiaries and Additional Grantors, collectively with the Borrower, the “Grantors”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties.
SWITCH, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between Switch, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”).
Underwriting AgreementUnderwriting Agreement • September 8th, 2017 • Switch, Inc. • Services-computer programming, data processing, etc. • New York
Switch, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A common stock of the Company, $0.001 par value per share (“Stock”) and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
