8.0% Convertible Senior Secured Notes due 2019Indenture • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • New York
INDENTURE dated as of December 12, 2014 between CYAN, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors from time to time party hereto, and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).
SECURITY AND PLEDGE AGREEMENT Dated as of December 12, 2014 among Each Grantor From Time to time Party Hereto and solely in its capacity as the Collateral Agent for the Secured PartiesSecurity and Pledge Agreement • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • New York
Page 1. Defined Terms 1 2. Grant of Security 7 3. Security for Secured Obligations 8 4. Grantors Remain Liable 9 5. Representations and Warranties 9 6. Covenants 11 7. Relation to Other Note Documents 15 8. Further Assurances 16 9. the Collateral Agent’s Right to Perform Contracts, Exercise Rights, etc. 17 10. the Collateral Agent Appointed Attorney-in-Fact 17 11. the Collateral Agent May Perform 18 12. the Collateral Agent’s Duties 18 13. Collection of Accounts, General Intangibles and Negotiable Collateral 18 14. Disposition of Pledged Interests by the Collateral Agent 18 15. Voting and Other Rights in Respect of Pledged Interests 19 16. Remedies 19 17. Remedies Cumulative 20 18. Marshaling 20 19. Indemnity and Expenses 21 20. Merger, Amendments; Etc. 21 21. Addresses for Notices 21 22. Continuing Security Interest; Releases and Assignments 21 23. Governing Law 22 24. the Collateral Agent 22 25. Miscellaneous 22 26. Post-Closing Matters 23
CYAN, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made effective as of the 12th day of December, 2014, by and among Cyan, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto, each of which are herein referred to individually as an “Investor” and collectively as the “Investors,” and the founders listed on Exhibit B hereto, each of whom is herein referred to as a “Founder” and collectively as the “Founders.” The Founders and the Investors are referred to collectively as the “Holders.”
ContractSecurities Transfer Agreement • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • New York
THE SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, RESOLD, OR OTHERWISE TRANSFERRED, EXCEPT:
PURCHASE AGREEMENTPurchase Agreement • December 17th, 2014 • Cyan Inc • Services-computer integrated systems design • New York
aggregate principal amount of the Notes purchased pursuant to this Agreement and the Other Agreements into an escrow account pursuant to an Escrow Agreement, dated on or about December 12, 2014 (the “Escrow Agreement”), by and between the Company and U.S. Bank National Association, to provide for the payment of interest and other amounts on the Notes. The Warrants will be issued pursuant to warrant agreements (each a “Warrant Agreement,” and, collectively, the “Warrant Agreements”), to be dated on or about December 12, 2014, each duly executed by the Company. When executed and delivered, the Indenture and Warrant Agreement will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Placement Memorandum, with customary additional provisions. Capitalized terms used but not defined herein shall have the meanings set forth in the “Description of Notes” and “Description of Warrants” sections of the private placement memorandum, dated December 4, 20
