●] Shares of WatchGuard Video, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • New York
WatchGuard, Inc., a Delaware corporation (the “Company”) and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), proposes to sell an aggregate of [●] shares (the “Firm Stock”) of the Company’s common stock, par value $[●] per share (the “Common Stock”). Of the [●] shares of the Firm Stock, [●] are being sold by the Company and [●] are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [●] additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
REGISTRATION RIGHTS AGREEMENT BETWEEN WATCHGUARD, INC. AND ROBERT VANMAN DATED AS OF OCTOBER 12, 2017Registration Rights Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Texas
This REGISTRATION RIGHTS AGREEMENT, effective as of October 12, 2017 (this “Agreement”), is between WatchGuard, Inc. (the “Company”) and Robert Vanman (the “Founder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Indemnification Agreement, made and entered into as of October , 2017 (the “Agreement”), by and between WatchGuard, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”):
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of October 12, 2017 (the “Effective Date”) by and between WatchGuard, Inc. (the “Company”) and David “Russell” Walker (the “Executive”). The Company and the Executive shall be referred to herein individually as a “Party” and collectively as the “Parties.”
GUARANTY AGREEMENTGuaranty Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Texas
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”) is executed as of June 30, 2017, by ENFORCEMENT VIDEO, LLC, a Texas limited liability company (together with such Person’s permitted successors and permitted assigns, being hereinafter referred to as “Guarantor”), in favor of TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, being hereinafter referred to as “Administrative Agent”), for the benefit of Administrative Agent and each of the Lenders (defined below) and any other Secured Parties.
NoteWatchGuard, Inc. • October 19th, 2017 • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, 420 E Exchange Parkway, LLC, a Texas limited liability company (“Borrower”), hereby promises to pay to the order of Texas Capital Bank, National Association (“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($15,500,000.00) or so much thereof as may be advanced by Lender (in its capacity as Lender) from time to time to or for the benefit or account of Borrower under that certain Credit Agreement, dated as of June 30, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the lenders from time to time party thereto, and Texas Capital Bank, National Association, as Administrative Agent (“Administrative Agent”).
RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Texas
THIS RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “IP Security Agreement”) dated as of December 29, 2016, is made by Enforcement Video, LLC, a Texas limited liability company (“Debtor”), in favor of Texas Capital Bank, National Association, a national banking association (“Administrative Agent”).
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, Enforcement Video, LLC, a Texas limited liability company (“Borrower”), hereby promises to pay to the order of Origin Bank (“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum of FIVE MILLION SIXTY TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($5,062,500) or so much thereof as may be advanced by Lender (in its capacity as Lender or Swing Line Lender) from time to time to or for the benefit or account of Borrower under that certain Second Amended and Restated Credit Agreement, dated as of September 25, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the lenders from time to time party thereto, and Texas Capital Bank, National Association, as Administrative Agent (“Administrative Agent”), Swing Line Lender and L/C Issuer.
RESTRICTED STOCK AWARD AGREEMENT (REPLACEMENT AWARD) WATCHGUARD, INC.Restricted Stock Award Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is entered into by and between WatchGuard, Inc., a Delaware corporation (the “Company”), and (the “Participant”), effective as of [ ], 2017 (the “Date of Grant”).
MASTER MANUFACTURING AND SERVICES AGREEMENTMaster Manufacturing and Services Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Texas
RESTATED SECURITY AGREEMENTRestated Security Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment • Texas
THIS RESTATED SECURITY AGREEMENT (this “Restated Security Agreement”) is entered into as of December 29, 2016 by and among Enforcement Video, LLC, a Texas limited liability company (“Grantor”), and Texas Capital Bank, National Association, a national banking association, as Administrative Agent for the Lenders defined below (“Administrative Agent”), for the benefit of the Secured Parties as defined in the Credit Agreement described below.
RESTRICTED STOCK UNIT AWARD AGREEMENT WATCHGUARD, INC.Restricted Stock Unit Award Agreement • October 19th, 2017 • WatchGuard, Inc. • Radio & tv broadcasting & communications equipment
SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTEWatchGuard, Inc. • October 19th, 2017 • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, Enforcement Video, LLC, a Texas limited liability company (“Borrower”), hereby promises to pay to the order of Texas Capital Bank, National Association (“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal sum of EIGHT MILLION FOUR HUNDRED THIRTY SEVEN THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($8,437,500) or so much thereof as may be advanced by Lender (in its capacity as Lender or Swing Line Lender) from time to time to or for the benefit or account of Borrower under that certain Second Amended and Restated Credit Agreement, dated as of September 25, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the lenders from time to time party thereto, and Texas Capital Bank, National Association, as Administrative Agent (“Administrative Agent”), Swing Line Lender
