Exhibit 10.2
Execution Version
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Amendment to Securities Purchase Agreement is effective as of December 11, 2020 (the “Amendment”), and amends the Securities Purchase Agreement, dated as of November 18, 2020, by and among FireEye, Inc., a Delaware corporation (the “Company”), ClearSky Security Fund I LLC, a Delaware limited liability company (“ClearSky Security I”) and ClearSky Power & Technology Fund II LLC, a Delaware limited liability company (“ClearSky Power II”) (each of ClearSky Security I and ClearSky Power II, a “Purchaser”) (such agreement, the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement.
RECITALS
WHEREAS, the Company entered into the Securities Purchase Agreement with the Purchasers relating to the issuance and sale of 24,000 shares of the Company’s Series A Preferred Stock to ClearSky Security I and 6,000 shares of the Company’s Series A Preferred Stock to ClearSky Power II, with an original purchase price of $1,000 per share (the “Purchased Shares”), for an aggregate purchase price of $30,000,000; and
WHEREAS, the Company and the Purchasers desire to amend the Securities Purchase Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments.
(a) The first paragraph of Exhibit B (Form of Certificate of Designations) shall be amended and restated in its entirety as follows:
“On December 11, 2020, the Board of Directors of FireEye, Inc., a Delaware corporation (the “Company”), adopted the following resolution designating and creating, out of the authorized and unissued shares of preferred stock of the Company, 400,000 authorized shares of a series of preferred stock of the Company titled the “4.5% Series A Convertible Preferred Stock”:”
(b) The definition of “Conversion Price” in Exhibit B (Form of Certificate of Designations) to the Securities Purchase Agreement shall be amended and restated in its entirety as follows:
““Conversion Price” initially means $17.25 per share of Common Stock; provided, however, that the Conversion Price is subject to adjustment pursuant to Sections 10(f) and 10(g). Each reference in this Certificate of Designations to the Conversion Price as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Price immediately before the Close of Business on such date.”
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