EVERBRIDGE, INC., Issuer AND U.S. Bank National Association, Trustee INDENTURE Dated as of November 20, 2017 Debt SecuritiesIndenture • November 20th, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of November 20, 2017, among EVERBRIDGE, INC., a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”):
Dealer Name] [Dealer Address]Everbridge, Inc. • November 20th, 2017 • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”)[, represented by [Agent Name](“Agent”) as its agent,]3 and Everbridge, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
EVERBRIDGE, INC. (a Delaware corporation) 650,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
Everbridge, Inc., a Delaware corporation (the “Company”), and Jaime Ellertson (the “Selling Shareholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Credit Suisse Securities (USA) LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Shareholder and the purchase by the Underwriters of an aggregate of 650,000 shares (the “Initial Shares”) of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) and (ii) the grant by the Selling Shareholder to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of 97,500 additional shares of Common Stock (the “Option Securi
EVERBRIDGE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 20, 2017 to INDENTURE Dated as of November 20, 2017 1.50% Convertible Senior Notes due 2022First Supplemental Indenture • November 20th, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
FIRST SUPPLEMENTAL INDENTURE dated as of November 20, 2017 (this “Supplemental Indenture”) between Everbridge, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture, dated as of November 20, 2017, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
EVERBRIDGE, INC. (a Delaware corporation)Underwriting Agreement • November 20th, 2017 • Everbridge, Inc. • Services-prepackaged software • New York
Everbridge, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters of $100,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2022 (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters of an option to purchase all or any part of an additional $15,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2022 solely to cover over-allotments, if any (the “Option Securities” and,
