FORESCOUT TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between ForeScout Technologies, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
FORESCOUT TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
This Employment Agreement (“Agreement”) is entered into by and between ForeScout Technologies, Inc., a Delaware corporation (the “Company”), and Darren J. Milliken (“Executive,” and collectively referred to as the “Parties”) effective as of January 1, 2017 (the “Effective Date”).
WARRANT TO PURCHASE STOCKForescout Technologies, Inc • October 2nd, 2017 • Computer peripheral equipment, nec • California
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, GOLD HILL CAPITAL 2008, LP (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the "Shares") of the above-stated Type/Series of Stock (the "Class") of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
ContractForescout Technologies, Inc • October 2nd, 2017 • Computer peripheral equipment, nec • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractForescout Technologies, Inc • October 2nd, 2017 • Computer peripheral equipment, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made as of November 25, 2015, by and among ForeScout Technologies, Inc., a Delaware corporation (the “Company”), each Person listed in Schedule A attached hereto (together, the “Founders”), and each Person listed in Schedule B attached hereto (together, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof.
CUSTOM PRODUCTS AGREEMENT Integration and ServicesCustom Products Agreement Integration and Services • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This Agreement is entered into as of March 7, 2007 by and between, Forescout Technologies, Inc. (“Customer”) with its principal place of business at 10001 North De Anza Blvd., Ste. 220, Cupertino, CA 95014 and the OEM Computing Solutions Group of Arrow Electronics, Inc. (“Arrow”) with a place of business at 50 Marcus Drive, Melville, New York 11747-3509.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 24, 2012 (the “Effective Date”) is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and FORESCOUT TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), with its principal place of business at 10001 North De Anza Blvd, Suite 220, Cupertino, CA 95014, and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank.
ContractRights Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LEASE AGREEMENTReciprocal Easement Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
This Basic Lease Information is incorporated into and made a part of this Lease. Each reference in this Lease to the Basic Lease Information shall mean the applicable information set forth in the Basic Lease Information, except that in the event of any conflict between an item in the Basic Lease Information and any other provision of this Lease, this Lease shall control.
ContractForescout Technologies, Inc • October 2nd, 2017 • Computer peripheral equipment, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
FORESCOUT TECHNOLOGIES, INC. SPECIAL STOCKHOLDER VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • Delaware
THIS SPECIAL STOCKHOLDER VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is made as of September 13, 2017, by and among the Chief Executive Officer of ForeScout Technologies, Inc. (the “Company”) in office from time to time, who is currently Michael DeCesare (the “Representative”), Amadeus II ‘A’, Amadeus II ‘B’, Amadeus II ‘C’, Amadeus II ‘D’ GmbH & Co KG, Amadeus II Affiliates Fund LP, Amadeus IV Velocity Fund L.P., Amadeus EI L.P. and Amadeus EII L.P. (together, the “Amadeus Entities”) and the Company. The Representative, the Amadeus Entities and the Company are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2017 • Forescout Technologies, Inc • Computer peripheral equipment, nec • California
This Amended and Restated Employment Agreement (“Agreement”) is by and between ForeScout Technologies, Inc., a Delaware corporation (the “Company”), and Michael P. DeCesare (the “Executive”) and effective as of May 18, 2016. The Agreement amends and restates the original employment agreement between the Company and the Executive dated March 1, 2015 (the “Original Agreement”).
