EX-4.2.1



 EXHIBIT 4.2.1 
  

			
	DATED	  	5 November 2015

  

MIMECAST LIMITED 
 (a
company incorporated in Jersey) 
 and 

MIMECAST LIMITED 
 (a
company incorporated in England and Wales) 
 and 

THE SHAREHOLDERS 
  

 
 SHAREHOLDERS’ AGREEMENT

 relating to Mimecast Limited (Jersey) and Mimecast Limited (England and Wales) 

 
  
  

			
	 5 New Street Square | London EC4A 3TW
 Tel +44
(0)20 7300 7000
 Fax +44 (0)20 7300 7100
 DX 41 London

www.taylorwessing.com
	  	  
 














			
	THIS DEED is made on	  	5 November 2015    

 BETWEEN 
  

	(1)	MIMECAST LIMITED (company number 119119) whose registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX (“Newco”); 


 

	(2)	MIMECAST LIMITED (company number 4698693) whose registered office is at 6th Floor, Citypoint, One Ropemaker Street, London EC2Y 9AW (the
“Company”); and 

  

	(3)	the holders of shares in the capital of the Company listed in schedule 1 (the “Shareholders”). 


INTRODUCTION 
  

	(A)	On 18 September 2012 the Company and the Shareholders entered into a subscription and shareholders’ agreement (the “Original Shareholders’ Agreement”). 


 

	(B)	Newco made an offer on 20 October 2015 to the Shareholders and all other holders of shares in the capital of the Company to purchase, pursuant to an offer circular of the Company (the “Circular”),
their entire issued share capital of the Company in exchange for shares in the capital of Newco (the “Offer”). 

  

	(C)	On the terms and conditions set out in this deed, the Company and the Shareholders wish to terminate the Original Shareholders’ Agreement and Newco and the Shareholders wish to enter into an agreement similar to
the Original Shareholders’ Agreement. 

 AGREED TERMS 
  

	1.	Termination of the Original Shareholders’ Agreement 

  

	1.1	Conditional only upon completion of the Offer in accordance with its terms, the Company and the Shareholders absolutely and irrevocably agree that the Original Shareholders’ Agreement shall be terminated without
the need for further notice by any of them. 

  

	1.2	Termination of the Original Shareholders’ Agreement in accordance with this clause 1 shall not release or discharge a party from any liabilities, actions, claims, proceedings and demands of whatever nature (actual
or contingent, present or future) which at the time of termination have already accrued to any other party or which thereafter may accrue in respect of any act or omission prior to such termination. 


 

	2.	Entry into the Newco Shareholders’ Agreement 

 Conditional only upon completion of
the Offer in accordance with its terms, Newco and the Shareholders absolutely and irrevocably agree that: 
  

	 	(a)	the Original Shareholders’ Agreement shall be effective as between them as though references therein to “Mimecast Limited” were to Newco (the “Newco Shareholders’ Agreement”). For
the avoidance of doubt: 

  

	 	(i)	 it is the parties’ intention that the Newco Shareholders’ Agreement shall be in respect of the rights and obligations relating to Newco or
as 










	 	
between them and the Newco following the date of completion of the Offer in accordance with its terms, and accordingly references in the Newco Shareholders’ Agreement to rights and
obligations prior to such date (which were relevant in the context of the Original Shareholders’ Agreement only) shall be ignored; 

  

	 	(ii)	references in the Newco Shareholders’ Agreement to “Articles of Association” or “New Articles” shall be to the articles of association of Newco from time to time and references to an article of
the Company’s articles of association shall be to the closest approximating article in the articles of association of Newco from time to time; and 

  

	 	(iii)	references to shares in the Company are to the equivalent class of shares in Newco; and 

  

	 	(b)	a new clause shall be inserted into the Newco Shareholders’ Agreement which shall read: 


“Termination 

This agreement shall continue in full force and effect until the first to occur of the following events: 

 

	 	(i)	a Sale or an IPO; or 

  

	 	(ii)	the completion of the dissolution and winding-up of the Company.” 

  

	3.	Consents 

 Each Shareholder acknowledges the Offer and hereby absolutely and irrevocably:

  

	 	(a)	waives all rights within the Original Shareholders’ Agreement and the Newco Shareholders’ Agreement relating to the Offer; and 


 

	 	(b)	consents to the Offer and to all matters, acts or things necessary or incidental (in the reasonable opinion of the boards of directors of the Company and Newco) to give effect thereto. 


 

	4.	Further assurances 

  

	4.1	At any time after the date of this deed each party shall, and shall use its best endeavours (consistent with accepted commercial practice) to procure that any necessary third party associated with it shall, at the sole
cost and expense of that party, execute and deliver all such deeds and documents in a form reasonably satisfactory to the other parties and do such matters, acts and things as may reasonably be required for the purpose of giving effect to the
intention set out in clause 2(a)(i). 

  

	4.2	 Following completion of the Offer, Newco shall make an election to treat the Company as a disregarded entity under United States Treasury Regulations
Section 301.7701-3, effective as of the date immediately following the date in which the Offer is completed (the “CTB Election”). The parties intend that the acquisition by Newco of the shares of the Company pursuant to the
completion of the Offer, followed by the CTB Election, shall together be treated as a reorganization under Section 368(a)(1)(F) of the United States Internal Revenue Code (the “Code”), and that this Agreement shall constitute
the “plan of reorganization” within the meaning of Sections 354 and 361 of the Code. 



  
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Unless otherwise required pursuant to a determination by a taxing authority, none of the parties shall take any reporting position or other action inconsistent with the foregoing, and none of the
parties shall fail to take any reporting position or other action to the extent such failure is inconsistent with the foregoing. 

  

	5.	Counterparts 

  

	5.1	This deed may be executed in any number of counterparts which together shall constitute one deed. Any party may enter into this deed by executing a counterpart and this deed shall not take effect until it has been
executed by all parties. 

  

	5.2	Delivery of an executed signature page of a counterpart by facsimile transmission or in AdobeTM Portable Document Format (PDF) sent by electronic mail shall take effect as delivery of an executed counterpart of this
deed. If either method is adopted, without prejudice to the validity of such deed, each party shall provide the others with the original of such page as soon as reasonably practicable thereafter. 


 

	6.	Governing law and jurisdiction 

 This deed (and any dispute, controversy, proceedings or
claim of whatever nature arising out of or in any way relating to this deed or its formation) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the courts of England in
connection with any such dispute, controversy, proceedings or claim. 

  
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 This deed has been executed and delivered by each of the parties as a deed on the date first written on the front
page of this deed. 
  

					
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS VII, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS (CAYMAN)	    	)	 	
	VII, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS VII	    	)	 	
	(CO-INVESTORS), L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS	    	)	 	
	(DELAWARE) VII, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates VII, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Venture Associates VII, Ltd.	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by INSIGHT VENTURE PARTNERS	    	)	 	
	COINVESTMENT FUND II, L.P.	    	)	 	
	By: its General Partner	    	)	 	
	Insight Venture Associates Coinvestment II, L.P.	    	)	 	 /s/ illegible

	By: its General Partner	    	)	 	Director / Authorised Signatory
	Insight Holdings Group, LLC	    		 	


  
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	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Edward Thorogood

	by INDEX VENTURES V (JERSEY), L.P.	    	)	 	Edward Thorogood, Alternate Director
	By: its Managing General Partner:	    	)	 	
	Index Venture Associates V Limited	    	)	 	 /s/ Sinead Meehan

		    	)	 	 Sinead Meehan 

			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Edward Thorogood

	by INDEX VENTURES V PARALLEL	    	)	 	 Edward Thorogood, Alternate Director

	ENTREPRENEUR FUND (JERSEY), L.P.	    	)	 	
	By: its Managing General Partner:	    	)	 	
	Index Venture Associates V Limited	    	)	 	 /s/ Sinead Meehan

		    	)	 	 Sinead Meehan

			
	EXECUTED and DELIVERED as a DEED	    	)	 	
	by YUCCA (JERSEY) SLP	    	)	 	
		    	)	 	
	By: Elian Employee Benefit Services Limited	    	)	 	
	 as Authorized Signatory of Yucca (Jersey) SLP

in its capacity as administrator of the Index
	    	 )
 )
	 	 /s/ illegible

	 Co-Investment Scheme
	    	)	 	Authorised Signatory – Elian Employee
		    	)	 	Benefit Services Limited
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Norman Fiore

	By DAWN ENTERPRISE CAPITAL	    	)	 	Authorised Signatory
	FUND LP acting by its general partner	    	)	 	
	DAWN CAPITAL LLP	    	)	 	
		    	)	 	 /s/ Haakon Overli

		    	)	 	Authorised Signatory
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ illegible

	By DAWN MIMECAST	    	)	 	Director  Clambake Limited
	HOLDINGS LIMITED	    	)	 	
		    	)	 	
		    	)	 	 /s/ illegible

		    	)	 	Director/Secretary  Cellar Limited
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ illegible

	By DAWN MIMECAST	    	)	 	Director  Clambake Limited
	(II) HOLDINGS LIMITED	    	)	 	
		    	)	 	
		    	)	 	 /s/ illegible

		    	)	 	Director/Secretary  Cellar Limited


  
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	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ illegible

	By OSPREY HEIGHTS LIMITED	    	)	 	Director
		 		    	)	 	
		 		    	)	 	
		 		    	)	 	 /s/ illegible

		 		    	)	 	Director/Secretary
			
	SIGNED as a DEED and DELIVERED	    	)	 	
	by PETER BAUER in the	    	)	 	 /s/ Peter Bauer

	presence of:	    	)	 	
				
	witness signature	 	 /s/ Michelle L. Anzivino
	    		 	
				
	witness name	 	 Michelle L. Anzivino
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	SIGNED as a DEED and DELIVERED	    	)	 	
	by NEIL MURRAY in the	    	)	 	 /s/ Neil Murray

	presence of:	    	)	 	
				
	witness signature	 	 /s/ Sharon Boniface
	    		 	
				
	witness name	 	 Sharon Boniface
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ illegible

	By BUTTERWORTH TRUST	    	)	 	Trustee
		 		    	)	 	
		 		    	)	 	
		 		    	)	 	 /s/ illegible

		 		    	)	 	Trustee
			
	SIGNED as a DEED and DELIVERED	    	)	 	
	by ROGER FULLERTON in the	    	)	 	 /s/ Roger Fullerton

	presence of:	 	Christine Fullerton	    	)	 	
				
	witness signature	 	 /s/ Christine Fullerton
	    		 	


  
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	witness name	 	  
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	SIGNED as a DEED and DELIVERED	    	)	 	
	by JAMES ESPEY in the	    	)	 	 /s/ James Espey

	presence of:	    	)	 	
				
	witness signature	 	 /s/ Christine Holland
	    		 	
				
	witness name	 	 Christine Holland
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	SIGNED as a DEED and DELIVERED	    	)	 	
	by MARK BILBE in the	    	)	 	 /s/ Mark Bilbe

	presence of:	    	)	 	
				
	witness signature	 	 /s/ Michelle L. Anzivino
	    		 	
				
	witness name	 	 Michelle L. Anzivino
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	EXECUTED and DELIVERED as a DEED	    	)	 	 /s/ Peter Campbell

	By MIMECAST LIMITED acting by a director	    	)	 	Director
	in the presence of:	 		    	)	 	
				
	witness signature	 	 /s/ Michelle L. Anzivino
	    		 	
				
	witness name	 	 Michelle L. Anzivino
	    		 	
				
	witness address	 	  
	    		 	
				
	witness occupation	 	  
	    		 	
			
	EXECUTED and DELIVERED as a DEED 	    	)	 	 /s/ Peter Campbell

	By MIMECAST LIMITED	    	)	 	Director


  
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 SCHEDULE 1 

THE SHAREHOLDERS 
 Insight Venture
Partners VII, L.P. 
 Insight Venture Partners (Cayman) VII, L.P. 

Insight Venture Partners VII (Co-Investors), L.P. 
 Insight
Venture Partners (Delaware) VII, L.P. 
 Insight Venture Partners Coinvestment Fund II, L.P. 

Index Ventures V (Jersey), L.P. 
 Index Ventures V Parallel
Entrepreneur Fund (Jersey), L.P. 
 Yucca (Jersey) SLP 
 Dawn
Enterprise Capital Fund LP 
 Dawn Mimecast (II) Holdings Limited 

Neil Murray 
 Peter Bauer 

Rock Trustees as trustees of the Butterworth Trust 
 Dawn
Enterprise Capital Fund LP 
 Dawn Mimecast Holdings Limited 

Dawn Mimecast (II) Holdings Limited 
 James Espey 

Mark Bilbe 
 Osprey Heights Limited 

Roger Fullerton 

  
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