Second Amended and Restated Secured Promissory Note






 Exhibit 10.39 

EXHIBIT B-4 
 $4,336,694.42 
 SECOND AMENDED
AND RESTATED SECURED PROMISSORY NOTE 
 This
SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Note”) is made June 1, 2010, by GLASSHOUSE
TECHNOLOGIES, INC. (“Borrower”) in favor of LIGHTHOUSE CAPITAL PARTNERS V, L.P. (collectively with its assigns, “Lender”).
Initially capitalized terms used and not otherwise defined herein are defined in that certain Loan and Security Agreement No. 4091 between Borrower and Lender dated June 30, 2004, as amended, (the “Loan Agreement”), and
amends and restates that certain Note dated June 1, 2009. 
 FOR VALUE RECEIVED, Borrower
promises to pay in lawful money of the United States, to the order of Lender, at 500 Drake’s Landing Road, Greenbrae, California 94904, or such other place as Lender may from time to time designate (“Lender’s Office”), the
principal sum of $4,336,694.42 (the “Advance”), including interest on the unpaid balance and all other amounts due or to become due hereunder according to the terms hereof and of the Loan Agreement. 

“Final Payment” means $857,500. 
 “Interest-only Rate” means 13.5% per annum 
 “Loan Commencement
Date” means October 1, 2010. 
 “Maturity Date” means the earliest of (a) the last day of the Repayment
Period, (b) the date of any prepayment pursuant to Section 3 hereof, and (c) Lender declaring due and payable all amounts due or to become due under the Note following an Event of Default. 

“Payment Amount” means $378,113.43 
 “Payment Date” means the first day of each calendar month. 
 “Prepayment
Fee” means (i) 2% of the outstanding principal amount being prepaid if such prepayment is made in calendar year 2009; or (ii) 1% of the outstanding principal amount being prepaid if such prepayment is made in calendar year 2010 of
later. 
 “Repayment Period” means the period beginning on the Loan Commencement Date and continuing for 12 calendar months.

 “Restructure Fee” means $380,250.00 payable on the Maturity Date. 
 “Second Restructure Fee” means $125,000 payable on the Maturity Date. 
 1.
Repayment. Borrower shall pay principal and interest due hereunder from the date of this Note, until this Note is paid in full, on each Payment Date pursuant to the terms of the Loan and Security Agreement and this Note. Notwithstanding the
foregoing, prior to the Loan Commencement Date, Borrower shall pay to Lender, monthly in advance on each Payment Date, interest on the Advance calculated at the Interest-only Rate. Beginning on the Loan Commencement Date and on each Payment Date
thereafter during the Repayment Period, Borrower shall make equal installments of principal and interest in advance, in an amount equal to the Payment Amount. On the Maturity Date, Borrower shall pay, in addition to all unpaid principal and interest
outstanding hereunder, the Final Payment, the Restructure Fee and the Second Restructure Fee. 
 [Second Amended and Restated
Secured Promissory Note] 

  




  











 2. Interest. Interest not paid when due will, to the maximum extent permitted under applicable
law, become part of principal, at Lender’s option, and thereafter bear like interest as principal. All interest computation shall be based on a 360-day year and actual days elapsed. All Obligations not paid when due shall bear interest at the
Default Rate unless waived in writing by Lender. All amounts paid hereunder will be applied to the Obligations in Lender’s discretion and as provided in the Loan and Security Agreement. 
 3. Prepayment. 
 a. Mandatory Prepayment Upon a Liquidation Event.
If a Liquidation Event shall occur, then Borrower shall within 60 days of such Liquidation Event pay to Lender (i) the outstanding principal amount of the Note and any unpaid accrued interest, (ii) the Final Payment,
(iii) the Prepayment Fee, (iv) the Restructure Fee, (v) the Second Restructure Fee, and (vi) all other sums, if any, that shall have become due and payable hereunder with respect to this Note.

 b. Voluntary Prepayment. Borrower may voluntarily prepay all or any part of the principal due under this Note,
provided that each of the following conditions is satisfied: Borrower pays to Lender (i) the outstanding principal amount of the Note and any unpaid accrued interest, (ii) the Final Payment, (iii) the
Prepayment Fee, (iv) the Restructure Fee, (v) the Second Restructure Fee, and (vi) all other sums, if any, that shall have become due and payable hereunder with respect to this Note to the extent allocable to the
amount being prepaid, and all such other amounts if such prepayment represents the outstanding principal balance hereunder. 
 4.
Collateral. This Note is secured by the Collateral. 
 5. Waivers. Borrower, and all guarantors and endorsers of this Note,
regardless of the time, order or place of signing, hereby waive notice, demand, presentment, protest, and notices of every kind, presentment for the purpose of accelerating maturity, diligence in collection, and, to the fullest extent permitted by
law, all rights to plead any statute of limitations as a defense to any action on this Note. 
 6. Choice of Law; Venue.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF BORROWER AND LENDER HEREBY
SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND
FEDERAL COURTS LOCATED IN THE CITY AND COUNTY OF SAN FRANCISCO, STATE
OF CALIFORNIA. BORROWER AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS NOTE. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE
OR HAS NOT BEEN WAIVED. 
 7. Miscellaneous.
THIS NOTE MAY BE MODIFIED ONLY BY A WRITING SIGNED BY BORROWER
AND LENDER. Each provision hereof is severable from every other provision hereof and of the Loan Agreement when determining its legal enforceability. Sections and subsections are titled for convenience, and not
for construction. “Hereof,” “herein,” “hereunder,” and similar words refer to this Note in its entirety. “Or” is not necessarily exclusive. “Including” is not limiting. The terms and conditions
hereof inure to the benefit of and are binding upon the parties’ respective permitted successors and assigns. This Note is subject to all the terms and conditions of the Loan Agreement. 

[Second Amended and Restated Secured Promissory Note] 

  




  











 IN WITNESS WHEREOF, Borrower has caused this Second
Amended and Restated Secured Promissory Note to be executed by a duly authorized officer as of the day and year first above written. 
  

			
	 GLASSHOUSE TECHNOLOGIES, INC.

		
	By:	 	/s/ Kenneth W. Hale
	Name:	 	Kenneth W. Hale
	Title:	 	CFO


 [Second Amended and Restated
Secured Promissory Note]