CREDIT AGREEMENT Dated as of March 26, 2019 amongCredit Agreement • March 27th, 2019 • Carbonite Inc • Services-computer processing & data preparation • Delaware
Credit Agreement, dated as of March 26, 2019, among Carbonite, Inc., a corporation organized under the laws of Delaware (the “Borrower”), the several lenders from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), the Letter of Credit Issuers from time to time party hereto and Barclays Bank PLC, as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble and the recitals having the meaning provided in Section 1).
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 7, 2019 BY AND AMONG CARBONITE, INC., MATTERHORN ACQUISITIONS, INC., WEBROOT INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS REPRESENTATIVEAgreement and Plan of Merger • March 27th, 2019 • Carbonite Inc • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 7, 2019 by and among Carbonite, Inc. a Delaware corporation (“Purchaser”), Matterhorn Acquisitions, Inc., a Delaware corporation and a wholly owned Subsidiary of Purchaser (“Merger Sub”), Webroot Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (“Representative”), solely in its capacity as agent for the Equityholders. Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I. Purchaser, Merger Sub, the Company and Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 27th, 2019 • Carbonite Inc • Services-computer processing & data preparation
This AMENDMENT (the “Amendment”) dated March 26, 2019, to the AGREEMENT AND PLAN OF MERGER (the “Merger Agreement”), dated February 7, 2019, by and among Carbonite, Inc. a Delaware corporation (“Purchaser”), Matterhorn Acquisitions, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser, Webroot Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as agent for the Equityholders (as defined therein) (the “Representative”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement.
