Exhibit 10.3


 


EXECUTION COPY


 


CONVERSION, VOTING AND SUPPORT AGREEMENT


 


This CONVERSION, Voting
and Support Agreement (this “Agreement”) is made and entered into as of March 7, 2022, by and among
Google LLC, a Delaware limited liability company (“Parent”), each Person listed on Schedule A hereto (each,
a “Stockholder”) and, solely for the purposes of Section 3.1, Section 4.3, Section 4.4(a),
Section 4.4(c), Section 4.5, Exhibit A, ARTICLE V, and ARTICLE VI, Mandiant, Inc.,
a Delaware corporation (the “Company”).


 


WHEREAS, Parent, the Company,
and Dupin Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), propose to enter into
an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”),
which provides, among other things, for the merger of Merger Sub with and into the Company (the “Merger”), with the
Company to survive the Merger as a wholly owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger
Agreement (capitalized terms used herein without definition, as well as the term “control” shall have the respective meanings
specified in the Merger Agreement);


 


WHEREAS, each Stockholder
beneficially owns the number of shares of 4.5% Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company
(“Company Convertible Preferred Stock”) and/or the number of shares of common stock, par value $0.0001 per share,
of the Company (“Company Common Stock”) set forth opposite such Stockholder’s name on Schedule A hereto
(such shares of Company Convertible Preferred Stock and Company Common Stock, together, the “Existing Shares”); and


 


WHEREAS, as a condition to
the willingness of Parent to enter into the Merger Agreement and as an inducement and in consideration therefor, each Stockholder is
entering into this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:


 



     


     


    

 


ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY


 


Section 1.1     Voting.
From and after the date of this Agreement until the earliest of (a) the consummation of the Merger (including the occurrence of
the Effective Time), (b) the termination of the Merger Agreement in accordance with its terms, and (c) the entry without the
prior written consent of the Stockholders into any amendment or modification of the Merger Agreement (as it exists on the date of this
Agreement), or any written waiver of the Company’s rights under the Merger Agreement (as it exists on the date of this Agreement)
made in connection with a request from Parent, in each case, which results in a decrease in, or change in the composition of, or otherwise
adversely affects the consideration payable to holders of Company Common Stock in connection with the Merger, which extends the Termination
Date (beyond the latest date to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the
Termination Date), or which modifies in any material respect Article II or Article VII of the Merger Agreement (as it exists
on the date of this Agreement) in a manner that is adverse to any of the Stockholders (such earliest date, the “Expiration Date”),
each Stockholder, in its, his or her capacity as a stockholder of the Company, irrevocably and unconditionally hereby agrees, subject
to Section 1.5, that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s
stockholders, however called, or in connection with any written consent of the Company’s stockholders, each Stockholder will (i) appear
at such meeting (in person or by proxy) or otherwise cause all of its, his or her Existing Shares and any other shares of Company Common
Stock or Company Convertible Preferred Stock over which it has acquired beneficial ownership after the date of this Agreement (including
any shares of Company Common Stock or Company Convertible Preferred Stock acquired by means of purchase, dividend or distribution, or
issued upon the exercise of any stock options or other rights to acquire Company Common Stock or Company Convertible Preferred Stock
or the conversion of any convertible securities, the vesting of equity awards or otherwise, including the Company Convertible Preferred
Stock) (collectively, the “New Shares,” and together with the Existing Shares, the “Shares”), which
it, he or she owns as of the applicable record date, to be counted as present thereat for purposes of determining a quorum and (ii) vote
or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the adoption of the
Merger Agreement and the approval of the transactions contemplated thereby and by the other Transaction Documents, including the Merger,
(B) in favor of any proposal to adjourn or postpone such meeting of the Company’s stockholders to a later date if there are
not sufficient votes to adopt the Merger Agreement, (C) against any action or proposal in favor of an Acquisition Proposal, without
regard to the terms of such Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would reasonably
be likely to prevent, materially impede or materially delay the Company’s or Parent’s ability to consummate the transactions
contemplated by the Merger Agreement or any other Transaction Document, including the Merger. Except as explicitly set forth in this
Section 1.1, nothing in this Agreement shall limit the right of each Stockholder to vote (including by proxy or written consent,
if applicable), in its, his or her sole discretion, in favor of, against or abstain with respect to any matters that are, at any time
or from time to time, presented for consideration to the Company’s stockholders. Nothing in this Agreement shall require any of
the Stockholders to vote in any manner with respect to any amendment or modification to the Merger Agreement or the taking of any action
that would reasonably be expected to result in the amendment, modification or waiver of a provision of the Merger Agreement, in any such
case, in a manner that (a) results in a decrease in, or change in the composition of, or otherwise adversely affects the consideration
payable to holders of Company Common Stock in connection with the Merger, (b) extends the Termination Date beyond the latest date
to which the Merger Agreement (as it exists on the date of this Agreement) contemplates extension of the Termination Date, or (c) modifies
in any material respect Article II or Article VII of the Merger Agreement (as it exists on the date of this Agreement) in a
manner that is adverse to any of the Stockholders.


 



     


     


    

 


Section 1.2     [Reserved.]


 


Section 1.3     Restrictions
on Transfers.


 


(a)            Through
Receipt of the Requisite Stockholder Approval. Absent the prior written consent of Parent, each Stockholder hereby agrees that, from
the date of this Agreement until the earlier of (x) the Expiration Date and (y) the date on which the Requisite Stockholder
Approval is obtained, such Stockholder shall not, directly or indirectly, sell, transfer, assign, tender in any tender or exchange offer,
pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) (each,
a “Transfer”), either voluntarily or involuntarily, or enter into any contract, option or other arrangement or understanding
providing for the Transfer of, any rights arising from any shares of Company Convertible Preferred Stock (whether New Shares or Existing
Shares) or Company Common Stock (whether New Shares or Existing Shares) or agree to do any of the foregoing, other than (i) any
conversion of Shares of Company Convertible Preferred Stock into New Shares of Company Common Stock (which, for the avoidance of doubt,
shall then be Shares subject to the terms and conditions of this Agreement) or (ii) any Transfer to any Permitted Transferee (as
defined in that certain Securities Purchase Agreement (the “SPA”), dated as of November 18, 2020, by and between
the Company and such Stockholder, as amended by that certain Amendment to Securities Purchase Agreement, effective as of December 11,
2020) of such Stockholder, but, in each case of this clause (ii), only if, prior (and as a condition) to the effectiveness of such Transfer
(unless the transferee is a Stockholder):


 


		(A)	such Stockholder shall have given reasonable
                                            advance notice of such Transfer to Parent and the Company of such proposed Transfer and the
                                            proposed form of written undertaking by the transferee to be bound by this Agreement as if
                                            such transferee were a Stockholder;



 


		(B)	such form of undertaking shall be reasonably
                                            satisfactory in all material respects to Parent and the Company; and



 


		(C)	the transferee shall have executed and delivered,
                                            for the benefit of Parent and the Company, such undertaking to be bound by this Agreement
                                            as if such transferee were such Stockholder.



 


(b)            Exceptions.
Notwithstanding anything to the contrary set forth in this Section 1.3, a Transfer shall not include any ordinary course
Transfers by members of Stockholder of any equity interests in any Stockholder, in and of themselves, so long as any such Transfer does
not have any adverse effect on the ability of the applicable Stockholder to perform its obligations under this Agreement on the terms
set forth herein.


 



     


     


    

 


(c)            Following
Receipt of the Requisite Stockholder Approval. Without limiting any restrictions on Transfer or other obligations of each Stockholder
set forth in Article I of this Agreement, each Stockholder hereby agrees that, in connection with any Transfer of shares of Company
Convertible Preferred Stock (whether New Shares or Existing Shares) (including all in-kind dividends thereon) at any time following the
date on which the Requisite Stockholder Approval is obtained and prior to the Expiration Date, prior (and as a condition) to the effectiveness
of such Transfer (unless the transferee is a Stockholder or the Transfer is a conversion of shares of Company Convertible Preferred Stock
into shares of Company Common Stock), the following shall have occurred:


 


		(i)	such Stockholder shall have given reasonable
                                            advance notice of such Transfer to Parent and the Company of such proposed Transfer and the
                                            proposed form of written undertaking by the transferee to be bound by this Agreement as if
                                            such transferee were a Stockholder;



 


		(ii)	such form of undertaking shall be reasonably
                                            satisfactory in all material respects to Parent and the Company, and



 


		(iii)	the transferee shall have executed and
                                            delivered, for the benefit of Parent and the Company, such undertaking to be bound by this
                                            Agreement as if such transferee were such Stockholder.



 


(d)            Other
Restrictions Not Superseded. Nothing in this Agreement is intended to waive compliance with, or condone non-compliance with, any
transfer restrictions arising under applicable securities Laws or the provisions of any Contracts between any Stockholder and the Company.


 


Section 1.4     Inconsistent
Agreements. Each Stockholder hereby covenants and agrees that, except for this Agreement, it, he or she (a) shall not enter
into, at any time prior to the Expiration Date, any voting agreement or voting trust with respect to the Shares that is inconsistent
with this Agreement and (b) shall not grant, at any time prior to the Expiration Date, a proxy, consent or power of attorney with
respect to the Shares that is inconsistent with this Agreement.


 


Section 1.5     No
Obligation to Exercise Rights or Options. Nothing contained in this ARTICLE I shall require any Stockholder (or shall
entitle any proxy of such Stockholder) to (a) convert, exercise or exchange any option, convertible securities or other rights,
including any Company Option, in order to obtain any underlying New Shares or (b) vote, or execute any consent with respect to,
any New Shares underlying such options, convertible securities or other rights that have not yet been issued as of the applicable record
date for that vote or consent.


 



     


     


    

 


ARTICLE II

NO SOLICITATION


 


Section 2.1     No
Solicitation.


 


(a)            Prior
to the Expiration Date, each Stockholder (in its, his or her capacity as a stockholder of the Company) shall not, shall cause each
of its, his or her controlled Affiliates and its and their respective directors and officers to not, and shall not authorize, and
shall use its reasonable best efforts to cause, its and its controlled Affiliates’ other Representatives to not, directly or
indirectly, (i) solicit, initiate, propose or induce the making, submission or announcement of, or knowingly encourage,
facilitate or assist, any offer, inquiry, indication of interest or proposal that, in any such case, constitutes, or would
reasonably be expected to lead to, an Acquisition Proposal; (ii) furnish to any Person or Group (other than Parent, Merger Sub
or any of their respective Representatives in their capacity as such) any non-public information relating to the Company or any of
its Subsidiaries or afford to any Person or Group (other than Parent, Merger Sub or any of their respective Representatives in their
capacity as such) access to the business, properties, assets, books, records or other non-public information, or to any personnel,
of the Company or any of its Subsidiaries, in any such case in connection with any Acquisition Proposal or with the intent to induce
the making, submission or announcement of, or to knowingly encourage, facilitate or assist, an Acquisition Proposal or the making of
any offer, inquiry, indication of interest or proposal that, in any such case, constitutes or would reasonably be expected to lead
to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person or Group with respect to
an Acquisition Proposal or with respect to any inquiries from third Persons about making an offer, indication of interest or
proposal relating to an Acquisition Transaction (other than informing such Persons of the provisions contained in this Section 2.1(a)),
(iv) approve, endorse or recommend any offer, inquiry, indication of interest or proposal that, in any such case, constitutes,
or would reasonably be expected to lead to, an Acquisition Proposal, (v) enter into any letter of intent, memorandum of
understanding, merger agreement, acquisition agreement or other Contract (whether written or oral, binding or non-binding) relating
to an Acquisition Transaction, (vi) solicit proxies or become a “participant” in a “solicitation” (as
such terms are defined in Rule 14A under the Exchange Act) in connection with either the proposal to approve the Merger
Agreement and the Merger or any Acquisition Proposal, (vii) initiate a stockholders’ vote with respect to an Acquisition
Proposal, or (viii) become a member of a Group with respect to any voting securities of the Company with respect to an
Acquisition Proposal (other than as a result of this Agreement) or (ix) authorize or commit to do any of the foregoing; provided
that nothing herein shall prohibit any Stockholder or any of its, his or her controlled Affiliates or Representatives from
participating in any discussions or negotiations with respect to a possible stockholders’ consent or voting agreement in
connection with an Acquisition Proposal in the event that the Company becomes, and only while the Company is, permitted to take such
actions pursuant to Section 5.3(b) or Section 5.3(d) of the Merger Agreement with respect to such Acquisition
Proposal.


 


(b) For purposes of
this Agreement, the term “Affiliate” shall have the meaning assigned to it in the Merger Agreement, but shall not include
any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by
reason of the fact that one or more nominees or representatives of any of the Stockholders serves as a member of its board of directors
or similar governing body, unless the Stockholders or their Affiliates otherwise control such entity. For purposes of this Agreement,
none of the Company, any of its Subsidiaries, Parent and Merger Sub shall be deemed to be an Affiliate of any of the Stockholders.


 



     


     


    

 


Section 2.2     Capacity.
Each Stockholder is signing this Agreement solely in its, his or her capacity as a stockholder of the Company and nothing contained herein
shall in any way limit or affect any current or future director, board observer or officer of the Company, who is a Stockholder or may
be affiliated or associated with any Stockholder or any of its, his or her Affiliates, from exercising his or her fiduciary duties as
a director, board observer or officer of the Company or from otherwise taking any action or inaction in his or her capacity as a director,
board observer and/or officer of the Company, and no such exercise of fiduciary duties or action or inaction taken in such capacity as
a director, board observer or officer shall be deemed to constitute a breach of this Agreement. Nothing in this Section 2.2
is intended to limit the obligations and agreements of the Company, or the rights and remedies of Parent and Merger Sub, under the Merger
Agreement.


 


ARTICLE III

CONVERSION


 


Section 3.1     Conversion.


 


(a)            Each
Stockholder that holds any Company Convertible Preferred Stock shall take all steps necessary, including the submission, concurrently
with the execution and delivery of this Agreement, to the Company of the Optional Conversion Notice (as defined in the Certificate of
Designations) in the form of Exhibit A to this Agreement, to convert all of such Stockholder’s Company Convertible
Preferred Stock (whether New Shares or Existing Shares), including all in-kind dividends that have accrued thereon through the date of
such conversion, into Company Common Stock at the Conversion Price (as defined in the Certificate of Designations), with such conversion
to be effective as of no later than immediately before (and subject to the occurrence of) the Effective Time, so that such Stockholder
shall not hold any Company Convertible Preferred Stock (or have any accrued dividends relating thereto or any further rights to the accrual
of any dividends relating thereto) from or after the Effective Time and so that the Company Common Stock into which such Convertible
Preferred Stock converts (including all in-kind dividends that have accrued thereon through the date of such conversion) may be converted
into the right to receive the merger consideration on and subject to the terms of the Merger Agreement. The Company hereby confirms that
it will accept such Optional Conversion Notice set forth in Exhibit A promptly upon its completion, execution and delivery to the
Company, on and subject to the terms and conditions set forth therein. Notwithstanding anything herein to the contrary, if any share
of Company Convertible Preferred Stock outstanding immediately prior to the Effective Time would be entitled to be exchanged for a Fundamental
Change Repurchase Price (as defined in the Certificate of Designations) as a result of the consummation of the Merger (it being agreed
herein that the consummation of the Merger would constitute a Fundamental Change (as defined in the Certificate of Designations)) that
exceeds the amount into which the shares of Company Common Stock, into which such share of Company Convertible Preferred Stock would
convert pursuant to this Section 3.1 and Exhibit A, then the parties to this Agreement shall promptly amend this
Agreement to provide for the repurchase, and cancelation, of such share of Company Convertible Preferred Stock by the Company immediately
before the Effective Time in exchange for the payment, by wire transfer of immediately available funds, of the applicable Fundamental
Change Repurchase Price.


 



     


     


    

 


(b)            Notwithstanding
anything herein to the contrary, this Agreement permits any Stockholder to convert such Stockholder’s Company Convertible Preferred
Stock (whether New Shares or Existing Shares) (including all in-kind dividends that have accrued thereon through the date of such conversion)
into Company Common Stock in accordance with the Certificate of Designations at any time before the Effective Time.


 


(c)            Any
Shares delivered to the Stockholders upon conversion pursuant to this Section 3.1 shall be delivered on and subject to the
applicable terms and conditions set forth in the Certificate of Designations, as well as the securities purchase agreements and registration
rights agreements between the Company and such Stockholder, as such agreements have been amended and “made available” (as
such term is used in the Merger Agreement) to Parent prior to the date of this Agreement. It is understood that, notwithstanding any
applicable legends or securities law or other restrictions on transferability, all shares of Company Common Stock, into which shares
of Company Convertible Preferred Stock (including all in-kind dividends that have accrued thereon through the date of such conversion)
have been converted as provided in Exhibit A and this Section 3.1, shall be treated in the Merger as outstanding shares
of Company Common Stock and converted into the right to receive the merger consideration on and subject to the terms of the Merger Agreement.


 


ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 4.1     Representations
and Warranties of each Stockholder. Each Stockholder represents and warrants to Parent as follows as of the date of this Agreement:
(a) such Stockholder has full legal right and capacity to execute and deliver this Agreement, to perform Stockholder’s obligations
hereunder and to consummate the transactions contemplated hereby, (b) (i) this Agreement has been duly executed and delivered
by such Stockholder and (ii) if such Stockholder is an entity, the execution, delivery and performance of this Agreement by such
Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part
of such Stockholder and no other company or other legal entity actions or proceedings on the part of such Stockholder are necessary to
authorize this Agreement or to consummate the transactions contemplated hereby, (c) this Agreement constitutes the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability (i) may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’
rights generally; and (ii) is subject to general principles of equity, (d) the execution and delivery of this Agreement by
such Stockholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof
will not, conflict with or violate any Laws or agreement binding upon such Stockholder or the Existing Shares, nor require any authorization,
consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the Securities and Exchange
Commission by such Stockholder or as would not impact such Stockholder’s ability to perform or comply with its, his or her obligations
under this Agreement in any material respect, (e) as of the date of this Agreement, such Stockholder is the record owner of or beneficially
owns (as such term is used in Rule 13d-3 of the Exchange Act) the Existing Shares and does not beneficially own any other shares
of Company Common Stock or Company Convertible Preferred Stock, and (f) as of the date of this Agreement, such Stockholder beneficially
owns the Existing Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created
by this Agreement, under applicable federal or state securities Laws or pursuant to any written policies of the Company with respect
to the trading of securities in connection with insider trading restrictions, (collectively, the “Existing Liens”))
and, subject to the Existing Liens, has sole voting power with respect to the Existing Shares and sole power of disposition with respect
to all of the Existing Shares, and, subject to the Existing Liens, no Person other than such Stockholder has any right to direct or approve
the voting or disposition of any of the Existing Shares; provided that each Stockholder may be deemed to share voting power and
the power of disposition over its, his or her Existing Shares with other Stockholders.


 



     


     


    

 


Section 4.2     Representations
and Warranties of Parent. Parent represents and warrants to each Stockholder as follows: (a) Parent has full legal right and
capacity to execute and deliver this Agreement, to perform Parent’s obligations hereunder and to consummate the transactions contemplated
hereby, (b) this Agreement has been duly executed and delivered by Parent and the execution, delivery and performance of this Agreement
by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part
of Parent and no other company actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate
the transactions contemplated hereby, (c) this Agreement constitutes the valid and binding agreement of Parent, enforceable against
Parent in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar Laws affecting or relating to creditors’ rights generally; and (ii) is subject to general principles
of equity, and (d) the execution and delivery of this Agreement by Parent does not, and the consummation of the transactions contemplated
hereby and the compliance with the provisions hereof will not, conflict with or violate any Laws or agreement binding upon Parent, nor
require any authorization, consent or approval of, or filing with, any Governmental Authority, except in each case for filings with the
Securities and Exchange Commission by Parent or as would not impact Parent’s ability to perform or comply with its obligations
under this Agreement in any material respect.


 


Section 4.3     Representations
and Warranties of the Company. The Company represents and warrants to Parent and each Stockholder as follows: (a) the Company
has full legal right and capacity to execute and deliver this Agreement, to perform the Company’s obligations hereunder and to
consummate the transactions contemplated hereby, (b) this Agreement has been duly executed and delivered by the Company and the
execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary actions on the part of the Company and no other company actions or proceedings on the part of the
Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, (c) this Agreement constitutes
the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
(i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating
to creditors’ rights generally; and (ii) is subject to general principles of equity, and (d) the execution and delivery
of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions
hereof will not, conflict with or violate any Laws or agreement binding upon Parent, nor require any authorization, consent or approval
of, or filing with, any Governmental Authority, except in each case for filings with the Securities and Exchange Commission by the Company
or as would not impact the Company’s ability to perform or comply with its obligations under this Agreement in any material respect


 



     


     


    

 


Section 4.4     Covenants.
Each Stockholder hereby:


 


(a)            irrevocably
waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Stockholder may have with
respect to the Shares;


 


(b)            agrees
upon receipt of written inquiry from Parent to promptly notify Parent of the number of any New Shares acquired by such Stockholder after
the date of this Agreement and prior to the Expiration Date and that any New Shares shall automatically be subject to the applicable
terms of this Agreement as though owned by such Stockholder on the date of this Agreement; and


 


(c)            agrees
to permit Parent and/or the Company to publish and disclose, including in filings with the Securities and Exchange Commission and in
the press release announcing the transactions contemplated by the Merger Agreement (the “Announcement Release”), this
Agreement and the Stockholders’ identities and ownership of the Shares and the nature of the Stockholders’ commitments, arrangements
and understandings under this Agreement, in each case, to the extent Parent and/or the Company reasonably determines that such information
is required to be disclosed by applicable Law (or in the case of the Announcement Release, to the extent the information contained therein
is consistent with other disclosures being made by Parent, the Company or the Stockholders); provided that Parent or the Company,
as applicable, shall give each Stockholder and its, his or her legal counsel a reasonable opportunity to review and comment on such publications
or disclosures prior to being made public.


 


Section 4.5     No
Other Representations. Parent and Merger Sub hereby acknowledge and agree that, except
for the representations and warranties of the Company expressly set forth in Article III of the Merger Agreement and the representations
and warranties of the Stockholders expressly set forth in Section 4.1 of this Agreement or expressly set forth elsewhere
in this Agreement (or in any other Voting Agreement executed and delivered by one or more Company Stockholders), none of the Stockholders,
the Company, their respective Affiliates, any Representative of any of the foregoing or any other Person has made, and none of Parent,
Merger Sub, any of their respective Affiliates or any Representative of any of the foregoing has relied on, any representation or warranty
regarding the Stockholders, the Company, its business, the sufficiency of the representations and warranties set forth herein or in the
Merger Agreement or any other matter in connection with the entry by Parent and Merger Sub in this Agreement, the Merger, and their respective
agreement to consummate the transactions contemplated hereby and thereby.


 



     


     


    

 


ARTICLE V

EFFECTIVENESS; TERMINATION


 


Section 5.1     No
Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement
shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties unless and until
(a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover Laws, and any applicable provision
of the Charter, Bylaws, this Agreement and the transactions contemplated by the Merger Agreement and this Agreement, (b) the Merger
Agreement is executed and delivered by all parties thereto, and (c) this Agreement is executed and delivered by all parties hereto.


 


Section 5.2     Termination.
This Agreement shall terminate automatically, without any notice or other action by any Person, and be of no further force or effect
on the Expiration Date, and none of Parent, the Company, the Stockholders and their respective Affiliates shall have any rights, obligations
or liabilities under this Agreement following such termination. Notwithstanding the preceding sentence, this ARTICLE V and
ARTICLE VI shall survive any termination of this Agreement and Section 4.4(a) shall survive the Expiration
Date if it is triggered by the Effective Time. Nothing in this ARTICLE V or Section 6.2 shall relieve or otherwise
limit any party of liability for Willful Breach of this Agreement occurring prior to such termination and for Fraud.


 


ARTICLE VI

MISCELLANEOUS


 


Section 6.1     Expenses.
Each party shall bear their respective expenses, costs and fees (including attorneys’ fees, if any) incurred in connection with
the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the Merger is consummated.


 


Section 6.2     Obligations
of the Stockholders; No Survival; No Recourse. Notwithstanding anything to the contrary in this Agreement, the representations, warranties,
covenants and agreements of each Stockholder under this Agreement are several, and not joint and several, and in no event shall any Stockholder
have any obligation or liability for any of the representations, warranties, covenants and agreements under this Agreement (or under
any other agreement substantially in the form of this Agreement) of any other Stockholder or any other stockholder of the Company. Subject
to the last sentence of Section 5.2, none of the representations, warranties, covenants and agreements made by the Stockholders,
the Company, or Parent in this Agreement shall survive the consummation of the Merger. No Stockholder nor any of its Affiliates (other
than the Company) shall be liable in its capacity as a stockholder of the Company (or an Affiliate thereof) for claims, losses, damages,
expenses and other liabilities or obligations resulting from or related to breaches by the Company of the Merger Agreement.


 



     


     


    

 


Section 6.3     No
Ownership Interest. Except as specifically provided herein, (a) all rights, ownership and economic benefits of and relating
to a Stockholder’s Shares shall remain vested in and belong to such Stockholder and (b) none of Parent, the Company and their
respective Affiliates shall have any authority to exercise any power or authority to direct or control the voting or disposition of any
Shares or direct such Stockholder in the performance of its, his or her duties or responsibilities as a stockholder of the Company. Nothing
in this Agreement shall be interpreted as creating or forming a “group” with any other Person, including Parent, for purposes
of Rule 13d-5(b)(1) of the Exchange Act or any other similar provision of applicable Law.


 


Section 6.4     Notices.
All notices and other communications under this Agreement must be in writing and will be deemed to have been duly delivered and received
using one or a combination of the following methods: (a) four Business Days after being sent by registered or certified mail, return
receipt requested, postage prepaid; (b) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable
nationwide overnight courier service; (c) immediately upon delivery by hand; or (d) on the date sent by email (except that
notice given by email will not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of
the other methods described in this Section 6.4 or (ii) the receiving party delivers a written confirmation of receipt
of such notice either by email or any other method described in this Section 6.4 (excluding “out of office” or
other automated replies). In each case, the intended recipient is set forth below:


 


To Parent:


 


Google LLC


1600 Amphitheatre Parkway


Mountain View, CA 94043


Attn:                 Svilen
Karaivanov, M&A Legal


Andrew Coombs, M&A
Legal


Email:              ma-notice@google.com


 


with a copy (which shall not constitute notice)
to:


 


Freshfields Bruckhaus Deringer US LLP


601 Lexington Avenue


31st Floor


New York, New York 10022


Attn:                Ethan
A. Klingsberg


Paul M. Tiger


Email:             ethan.klingsberg@freshfields.com


paul.tiger@freshfields.com


 



     


     


    

 


To the Company:


 


Mandiant, Inc.


11951 Freedom Drive, 6th Floor


Reston, VA 20190


Attn:                 Richard
Meamber, Senior Vice President and General Counsel


Email:              richard.meamber@mandiant.com


 


with a copy (which shall not constitute notice)
to:


 


Wilson Sonsini Goodrich & Rosati


Professional Corporation


650 Page Mill Road


Palo Alto, CA 94304-1050


Attn:                 Douglas
K. Schnell


Melissa V. Hollatz


Katherine (Kathy) H. Ku


Email:             dschnell@wsgr.com


mhollatz@wsgr.com


kku@wsgr.com


 


To the Stockholders:


 


c/o
ClearSky

11231 U.S. Highway 1, #395

North Palm Beach, FL 33408

Attn:                 Jay Leek, Managing Director

Email:              jay.leek@clear-sky.com


 


with a copy (which shall not constitute notice)
to:


 


c/o ClearSky


11231 U.S. Highway 1, #395


North Palm Beach, FL 33408


Attn:                 Nick-Anthony
Buford, General Counsel


Email:              nick.buford@clear-sky.com


 


or to such other persons or addresses as may
be designated in writing by the party to receive such notice as provided above.


 


Section 6.5     Amendments;
Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed
(i) in the case of an amendment, by Parent, each Stockholder and, solely in connection with an amendment of Section 3.1,
Section 4.3, Section 4.4(a), Section 4.4(c), Section 4.5, Exhibit A, ARTICLE V,
or this ARTICLE VI, the Company, and (ii) in the case of a waiver, by the party (or parties) against whom the waiver
is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.


 



     


     


    

 


Section 6.6            Assignment.
Except as contemplated by Section 1.3, no party to this Agreement may assign any of its, his or her rights or obligations
under this Agreement, including by sale of stock, operation of law in connection with a merger or sale of substantially all the assets,
without the prior written consent of the other party hereto. No assignment by any party hereto shall relieve such party hereto of any
of its obligations hereunder.


 


Section 6.7            No
Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended
to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.


 


Section 6.8            Entire
Agreement. This Agreement (including Schedule A hereto), and, to the extent referenced herein, the Merger Agreement constitute
the entire agreement, and supersede all other prior and contemporaneous agreements, understandings, undertakings, arrangements, representations
and warranties, both written and oral, among the parties with respect to the subject matter hereof.


 


Section 6.9            No
Third-Party Beneficiaries. This Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies
hereunder.


 


Section 6.10          Severability.
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such
provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties. The parties further
agree to modify or replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve,
to the extent possible, the original economic, business and other purposes of such void or unenforceable provision.


 


Section 6.11          Remedies.
Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred by this Agreement or by applicable Law on such party, and the exercise by a party of
any one remedy will not preclude the exercise of any other remedy.


 


(a)            The
parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the
event that the parties do not perform the provisions of this Agreement (including any party failing to take such actions that are required
of it by this Agreement) in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree
that (i) the parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction,
specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically
the terms of this Agreement and (ii) the right of specific enforcement is an integral part of this Agreement and without that right,
neither the Stockholders nor Parent would have entered into this Agreement.


 



     


     


    

 


(b)            The
parties agree not to raise any objections to (i) the granting of an injunction, specific performance or other equitable relief to
prevent or restrain breaches or threatened breaches of this Agreement by the Stockholders, on the one hand, or Parent, on the other hand;
and (ii) the specific performance of the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or
to enforce compliance with, the covenants, obligations and agreements of the parties pursuant to this Agreement. Any party seeking an
injunction or injunctions to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions
of this Agreement will not be required to provide any bond or other security in connection with such injunction or enforcement, and each
party irrevocably waives any right that it may have to require the obtaining, furnishing or posting of any such bond or other security.


 


Section 6.12         Governing
Law. This Agreement is governed by and construed in accordance with the Laws of the State of Delaware.


 


Section 6.13         Consent
to Jurisdiction. Each of the parties (i) irrevocably consents to the service of the summons and complaint and any other process
(whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this Agreement and
the transactions contemplated by this Agreement, for and on behalf of itself, himself or herself or any of its, his or her properties
or assets, in accordance with Section 6.4 or in such other manner as may be permitted by applicable Law, but nothing in this
Section 6.13 will affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably
and unconditionally consents and submits itself, himself or herself and its, his or her properties and assets in any Legal Proceeding
to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of this Agreement
and the transactions contemplated by this Agreement; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction
by motion or other request for leave from any Chosen Court; (iv) agrees that any Legal Proceeding arising in connection with this
Agreement and the transactions contemplated by this Agreement will be brought, tried and determined only in the Chosen Courts; (v) waives
any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding
was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Legal
Proceeding relating to this Agreement and the transactions contemplated by this Agreement in any court other than the Chosen Courts.
Each of Parent and the Stockholders agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.


 



     


     


    

 


Section 6.14         WAIVER
OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER; (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) IT MAKES THIS WAIVER VOLUNTARILY; AND (d) IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.14.


 


Section 6.15         Further
Assurances. Parent, the Company and each Stockholder will each execute and deliver, or cause to be executed and delivered, all further
documents and instruments and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done,
all things necessary, proper or advisable under applicable Law, to consummate and make effective the transactions contemplated by this
Agreement.


 


Section 6.16         Headings.
Headings of the Articles and Sections of this Agreement are for convenience of the parties only and shall be given no substantive or
interpretive effect whatsoever.


 


Section 6.17         Interpretation.
When a reference is made in this Agreement to an Article, Section or Schedule, such reference shall be to an Article, Section or
Schedule of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,”
 “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement, unless the context otherwise requires. The word “extent”
and the phrase “to the extent” when used in this Agreement shall mean the degree to which a subject or other thing extends,
and such word or phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular
as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. References
in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder,
and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time
to time amended, modified or supplemented, including by succession of comparable successor statutes. Each of the parties has participated
in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must
be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party
by virtue of authorship of any of the provisions of this Agreement.


 



     


     


    

 


Section 6.18     Counterparts.
This Agreement and any amendments to this Agreement may be executed in one or more counterparts, all of which will be considered one
and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the same counterpart. Any such counterpart, to the extent delivered
by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or through an Electronic Delivery will be treated in all manner
and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original
signed version delivered in person. No party may raise the use of Electronic Delivery to deliver a signature, or the fact that any signature,
agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a
contract, and each party forever waives any such defense.


 


[Signature Pages Follow]


 



     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Agreement as of the date and year first written above.


 


	 	GOOGLE LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Sanjay Kapoor
	 	Name: Sanjay Kapoor
	 	Title: Vice President, Corporate Development



 


[Signature Page to Voting and Support Agreement
(ClearSky)]


 



     


     


    

 


	 	CLEARSKY SECURITY FUND I LLC,
	 	a Delaware limited liability Company
	 	 	 
	 	By:	/s/ Jay Leek
	 	Name: Jay Leek
	 	Title: Managing Director
	 	 	 
	 	CLEARSKY POWER & TECHNOLOGY FUND II LLC,
	 	a Delaware limited liability Company
	 	 	 
	 	By:	/s/ Jay Leek
	 	Name: Jay Leek
	 	Title: Managing Director



 


[Signature Page to Voting and Support Agreement
(ClearSky)]


 



     


     


    

 


	 	Solely for the purposes of Section 3.1, Section 4.3, Section 4.4(a), Section 4.4(c), Section 4.5, ARTICLE V and ARTICLE VI
	 	 	 
	 	MANDIANT, INC.
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Richard Meamber
	 	Name: Richard Meamber
	 	Title: Senior Vice President and General Counsel



 


[Signature Page to Voting and Support Agreement
(ClearSky)]


 



     


     


    

 


SCHEDULE A


 


	Stockholder	Number
    of Shares of 

Company Convertible

 Preferred Stock	Number
    of Shares of

 Company Common

 Stock
	ClearSky
    Security Fund I LLC	24,000	--1
	ClearSky
    Power & Technology Fund II LLC	6,000	--1


 





 









1
Excludes shares of Company Common Stock into which the Company Preferred Stock is convertible and of which the applicable
Stockholder may therefore be deemed to have beneficial ownership.


 



     


     


    

 


Exhibit A


 


OPTIONAL CONVERSION
NOTICE


 


Mandiant, Inc.


 


4.5% Series A
Convertible Preferred Stock


 


Subject to the terms of the Certificate of
Designations, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock
identified below directs the Company to convert (check one):


 


	x	all of the shares of Convertible Preferred Stock as
    of the earlier of (a) such time subsequently indicated by the Holder to the Company, and (b) immediately before (but subject
    to the occurrence of) the Effective Time (as defined in the Merger Agreement, dated as of the date of this notice, among Google LLC,
    Dupin Inc. and the Company).  


 


	 ̈	                            * shares of Convertible Preferred Stock


 


evidenced by Certificate No.  x  [N/A]                     .


 


It is understood that this notice may not
be revoked other than upon the occurrence of the Expiration Date (as defined in the Conversion, Voting and Support Agreement, dated as
of the date of this notice (the “Voting Agreement”), among Google LLC, the Company, and the Holders named therein).


 


	 	 	 	 	 
	Date:	 	 	ClearSky Security Fund
    I LLC

	 	 	 	 	(Legal Name of Holder)
	 	 	 	 	 
	 	 	 	By:	/s/ Jay Leek

	 	 	 	 	Name: Jay Leek
	 	 	 	 	Title: Managing Director
	 	 	 	 	 


 



	* 	Must be a whole number.


 



     


     


    

 


Exhibit A


 


OPTIONAL CONVERSION
NOTICE


 


Mandiant, Inc.


 


4.5% Series A
Convertible Preferred Stock


 


Subject to the terms of the Certificate of
Designations, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock
identified below directs the Company to convert (check one):


 


	x	all of the shares of Convertible Preferred Stock as
    of the earlier of (a) such time subsequently indicated by the Holder to the Company, and (b) immediately before (but subject
    to the occurrence of) the Effective Time (as defined in the Merger Agreement, dated as of the date of this notice, among Google LLC,
    Dupin Inc. and the Company).  


 


	 ̈	                       
         * shares of Convertible Preferred Stock


 


evidenced by Certificate
No.  x
   [N/A]                     .


 


It is understood that this notice may not
be revoked other than upon the occurrence of the Expiration Date (as defined in the Conversion, Voting and Support Agreement, dated as
of the date of this notice (the “Voting Agreement”), among Google LLC, the Company, and the Holders named therein).


 


	Date:	 	 	ClearSky Power &
    Technology Fund II LLC

	 	 	 	 	(Legal Name of Holder)
	 	 	 	 	 
	 	 	 	By:	/s/ Jay Leek

	 	 	 	 	Name: Jay Leek
	 	 	 	 	Title: Managing Director
	 	 	 	 	 


 



	* 	Must be a whole
    number.