SECURITIES PURCHASE AGREEMENT BY AND BETWEEN FIREEYE, INC. AND BTO DELTA HOLDINGS DE L.P. Dated as of November 18, 2020Securities Purchase Agreement • November 19th, 2020 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
This SECURITIES PURCHASE AGREEMENT dated as of November 18, 2020 (this “Agreement”) is by and between FireEye, Inc., a Delaware corporation (the “Company”), and BTO Delta Holdings DE L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIREEYE, INC., BRAVO MERGER ACQUISITION CORPORATION, BRAVO MERGER ACQUISITION LLC, RESPOND SOFTWARE, INC., AND FORTIS ADVISORS LLC, AS STOCKHOLDER REPRESENTATIVEMerger Agreement • November 19th, 2020 • FireEye, Inc. • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of November 18, 2020 by and among FireEye, Inc., a Delaware corporation (“Parent”), Bravo Merger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Bravo Merger Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Respond Software, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Indemnifying Parties (the “Stockholder Representative”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
