Carbonite 2011 Annual Report Download

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CARBONITE INC
FORM 10-K
(Annual Report)
Filed 03/07/12 for the Period Ending 12/31/11
Address 177 HUNTINGTON AVENUE
BOSTON, MA 02115
Telephone 6175871140
CIK 0001340127
Symbol CARB
SIC Code
7374 - Computer Processing and Data Preparation and Processing Services
Industry Computer Services
Sector Technology
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2012, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    CARBONITE INC FORM 10-K (Annual Report) Filed 03/07/12 for the Period Ending 12/31/11 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 177 HUNTINGTON AVENUE BOSTON, MA 02115 6175871140 0001340127 CARB 7374 - Computer Processing and Data Preparation and Processing Services Computer...

  • Page 2
    ... Accelerated filer Smaller reporting company Yes ¨ No þ ¨ ¨ As of June 30, 2011, the last business day of the registrant's most recently completed second quarter, there was no established public market for the registrant's common stock. The registrant's common stock began trading on The NASDAQ...

  • Page 3
    ... Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls...

  • Page 4
    ... and attract new customers; our ability to protect our customers' stored files and adequately address privacy concerns; the impact of actual or threatened litigation, including intellectual property infringement claims, involving us or our industry; the impact of increased competition in our...

  • Page 5
    ... our free iPad, iPhone, BlackBerry, and Android apps. Our historical consumer offering, re-branded as Carbonite Home, continues to include unlimited online backup for an annual flat fee of $59. Carbonite HomePlus provides customers with additional backup and restore features for external hard drives...

  • Page 6
    ... deletion. Several trends are helping to fuel the growth of the online backup industry: Your life is on your computer. Computers and mobile devices have transformed the way people work, communicate, and lead their daily personal and professional lives. People store a plethora of information...

  • Page 7
    ... with an internet connection. Anytime, anywhere access. We enable customers to access stored files from the Carbonite Personal Cloud anytime, anywhere using a web browser or one of our free iPad, iPhone, BlackBerry, or Android apps. Customers can browse their photos, play music and videos, and view...

  • Page 8
    ... with anytime, anywhere access to their stored files. We charge consumers a flat fee for one year of unlimited online backup at three different service levels, each with discounts for multi-year subscriptions. We offer SMB customers online backup for an unlimited number of computers for an annual...

  • Page 9
    ...; unlimited storage, external hard drive backup and restore, automatic backup for video files, recovery-by-mail feature Carbonite HomePremier Annual or multi-year U.S.-based telephone, live chat, and email Anytime, anywhere using a web browser or our free iPad, iPhone, Blackberry, or Android apps...

  • Page 10
    ... and anytime, anywhere access to stored files. We use television and radio advertising, online display advertising, print advertising, paid search, direct marketing, and affiliate marketing. Our public relations efforts include engaging the traditional press, new media, and social networks. Consumer...

  • Page 11
    ... with computer manufacturers, internet service providers, and resellers. We believe that the key competitive factors in the consumer and SMB backup industry include ease of installation and use; affordability; remote access; storage capacity; security of customers' stored files; rapid recovery of...

  • Page 12
    ... Annual Report on Form 10-K before making an investment decision. Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our common stock...

  • Page 13
    ... and our customers' ability to readily access their stored files. Our customers rely on our online backup service to store digital copies of their valuable data files, including financial records, business information, photos, and other personally meaningful content. Our data centers are vulnerable...

  • Page 14
    ...fails to meet investor or analyst expectations, it could have a negative effect on our stock price. If our growth rate were to decline significantly or become negative, it could adversely affect our financial condition and operating results. A decline in demand for our solutions or for online backup...

  • Page 15
    ... in website traffic or an increase in search costs could adversely affect our customer acquisition efforts and our operating results. A significant portion of our customers first try our online backup solutions through free trials. We seek to convert these free trial users to paying customers of...

  • Page 16
    ... our reputation were to be harmed, we could lose customers or fail to increase the number of our customers, which could harm our revenue, operating results, and financial condition. Given our consumer and SMB market focus, maintaining and enhancing the Carbonite brand is critical to our success. We...

  • Page 17
    ... slowed down our websites' performance and our customers' ability to access their stored files, or made our websites and infrastructure inaccessible, and we may experience interruptions in the future. Interruptions in these systems, whether due to system failures, computer viruses, physical...

  • Page 18
    ...serve all of our customers from our network servers, which are located in data center facilities operated by third parties. While we control and have access to our servers and all of the components of our network that are located in our external data centers, we do not control the operation of these...

  • Page 19
    ...confidence in the use of the internet for online backup services or commercial transactions generally. Any of these events could have material adverse effects on our business, financial condition, and operating results. We process, store and use personal information and other data, which subjects us...

  • Page 20
    ... plan our expenses; our ability to introduce new solutions; the actions of our competitors, including pricing changes or the introduction of new products; our ability to effectively manage our growth; the mix of annual and multi-year subscriptions at any given time; seasonal variations or...

  • Page 21
    ... in our financial results. For example, we generally spend more on advertising during the first and third quarters of each year to capitalize on lower advertising rates in these periods and increased sales of devices that create or store data during post-holiday and back to school periods and...

  • Page 22
    ... of the options that they hold are significantly above the market price of our common stock. If we fail to attract new personnel, or fail to retain and motivate our current personnel, our business and growth prospects could be severely harmed. Our corporate culture has contributed to our success...

  • Page 23
    ... we achieve profitability. If we are limited in our ability to use our NOLs in future years in which we have taxable income, we will pay more taxes than if we were able to fully utilize our NOLs. This could adversely affect our operating results and the market price of our common stock. Any expenses...

  • Page 24
    ... may experience such a reduction in the future, especially in the event of a prolonged recessionary period. Conversely, media prices may increase in a period of economic growth, which could significantly increase our marketing and advertising expenses. As a result, our business, financial condition...

  • Page 25
    ... the U.S. We may not be able to maintain control of our business in China. The government of the People's Republic of China, or PRC, restricts foreign investment in internet and online advertising businesses. Accordingly, we operate our online backup business in China through an affiliated entity in...

  • Page 26
    ... diversion of technical and management personnel, limitations on our ability to use our current websites and technologies, and an inability to market or provide our solutions. As a result of any such claim, we may have to develop or acquire non-infringing technologies pay damages, enter into royalty...

  • Page 27
    ...of operations. Any of these events could have a material adverse effect on our business, financial condition, and operating results. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential...

  • Page 28
    ... to certain unfavorable conditions, including requirements that we offer our solutions that incorporate the open source software for no cost, that we make publicly available source code for modifications or derivative works we create based upon, incorporating, or using the open source software, and...

  • Page 29
    ...cause our stock price to decline. Shares of our common stock were sold in our initial public offering in August 2011 at a price of $10.00 per shares, and our common stock has subsequently traded as high as $21.10 and as low as $8.21. An active, liquid, and orderly market for our common stock may not...

  • Page 30
    ... anticipated fluctuations in our key operating metrics, financial condition, and operating results; loss of existing customers or inability to attract new customers; actual or anticipated changes in our growth rate; announcements of technological innovations or new offerings by us or our competitors...

  • Page 31
    ...internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our solutions to new and existing customers. Our failure to raise additional capital or generate...

  • Page 32
    ...could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Our management will continue to have broad discretion over the use of the proceeds we received in our initial public offering and might not apply the proceeds in ways that increase...

  • Page 33
    ... to pay for our common stock. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Our principal executive offices are located in Boston, Massachusetts, in a 39,775 square-foot facility, under a lease expiring on December 31, 2016. We also have a 22,592 square foot customer support facility...

  • Page 34
    ... that our online backup storage services, and the other companies' products or services, infringe certain of Oasis Research's patents. Oasis Research seeks an award for damages in an unspecified amount. Oasis Research does not currently seek an injunction. We expect that a trial date will be set for...

  • Page 35
    ... Index and The NASDAQ-100 Technology Sector Index, and assumes reinvestment of dividends, if any. The graph assumes the initial value of our common stock on August 11, 2011 was the closing sale price on that day of $12.35 per share and not the initial offering price to the public of $10.00 per share...

  • Page 36
    ... Securities During the period between January 1, 2011 and August 17, 2011 (the date of the filing of our registration statement on Form S-8, File No. 333176373), we issued options to purchase 399,850 shares of our common stock at a weighted average exercise price of $10.90 per share. During...

  • Page 37
    Table of Contents Use of Proceeds On August 10, 2011, our registration statement on Form S-1 (File No. 333-174139) was declared effective for our initial public offering. On August 16, 2011, we closed our initial public offering of 7,187,500 shares of common stock at an offering price of $10.00 per ...

  • Page 38
    ...of Contents 2011 Years Ended December 31, 2010 2009 2008 (in thousands, except share and per share data) 2007 Consolidated statements of operations data: Revenue Cost of revenue (1) Gross profit Operating expenses (1): Research and development General and administrative Sales and marketing Total...

  • Page 39
    ... most directly comparable financial measures calculated and presented in accordance with GAAP. Our management uses annual retention rate to determine the stability of our customer base and to evaluate the lifetime value of our customer relationships. As customers' annual and multi-year subscriptions...

  • Page 40
    ... represents the aggregate dollar value of customer subscriptions received by us during a period. We initially record a subscription fee as deferred revenue and then recognize it ratably, on a daily basis, over the life of the subscription period. Management uses free cash flow as a measure of our...

  • Page 41
    ... SMBs. We provide easy-to-use, affordable, unlimited, and secure online backup solutions with anytime, anywhere access to files stored on our servers, which we call the Carbonite Personal Cloud. We believe that we are the best known brand in the online backup market. In 2005, we began development of...

  • Page 42
    ...our customers' subscription periods, but expense marketing costs as incurred. As a result of these factors, we expect to continue to incur GAAP operating losses on an annual basis for the foreseeable future. In August 2011, we closed our initial public offering of 7,187,500 shares of common stock at...

  • Page 43
    ... The following table presents our performance highlights for the periods presented: 2011 Years Ended December 31, 2010 2009 (in thousands, except percentage data) Key metrics: Total customers Annual retention rate Renewal rate Bookings Free cash flow 1,223 82% 82% $80,900 $ (5,972) 951 83% 81...

  • Page 44
    ... paid to third-party partners and affiliates, and the cost of providing free trials. The largest component of sales and marketing expense is advertising for customer acquisition, principally television, radio and print advertisements. Online search costs consist primarily of pay-per-click payments...

  • Page 45
    ... from online backup subscription services. These services are stand-alone independent service solutions, which are generally contracted for a one- to three-year term. Subscription agreements include access to use our solutions via the internet. We recognize revenue in accordance with the Financial...

  • Page 46
    ... requires the use of highly subjective estimates and assumptions, including expected stock price volatility, expected term of an award, risk-free interest rate, and expected dividend yield. As a public company with limited trading history, we consider both the volatility of our stock price and that...

  • Page 47
    ...in the number of total customers in 2011 and 2010, respectively. The increase in revenue during these periods was driven in part by increased advertising expenditures in prior periods, as well as increases in pricing of our consumer services in April 2009 and April 2011. In addition, we released our...

  • Page 48
    ... new offerings. General and administrative . General and administrative expenses increased by $2.4 million from 2010 to 2011 and by $1.7 million from 2009 to 2010. In both years, we increased the number of general and administrative employees to support our overall growth. The overall increases...

  • Page 49
    ... and money market funds. In connection with our initial public offering in August 2011, we received net proceeds of $55.6 million. Prior to our initial public offering, we had funded our operations primarily through prepayment of subscriptions and the sale of $68.8 million of preferred stock, all of...

  • Page 50
    ... of our net loss, growth in subscription sales and customer growth, changes in working capital accounts, the timing of prepayments and payments to vendors, add-backs of non-cash expense items such as depreciation, and the expense associated with stock-based compensation. In 2011, cash provided by...

  • Page 51
    ...lease obligations shown above consist primarily of lease payments for our Boston, Massachusetts corporate headquarters, our Lewiston, Maine customer support facility. We also lease small amounts of general office space in Princeton, New Jersey and Beijing, China under lease agreements that expire at...

  • Page 52
    ... the new guidance relates only to how comprehensive income is disclosed and does not change the items that must be reported as comprehensive income, we do not believe the adoption of this standard will have a material impact on our financial position or results of operations. In September 2011, the...

  • Page 53
    ... AND SUPPLEMENTARY DATA Carbonite, Inc. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Redeemable and Convertible Preferred Stock and Stockholders...

  • Page 54
    ... financial position of Carbonite, Inc. as of December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Boston...

  • Page 55
    ... Carbonite, Inc. Consolidated Balance Sheets December 31, 2011 2010 (In thousands, except share and per share data) ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts receivable, net of allowance Prepaid expenses and other current assets Total current assets Property...

  • Page 56
    ... of Contents Carbonite, Inc. Consolidated Statements of Operations 2011 Years Ended December 31, 2010 2009 (In thousands, except share and per share data) Revenue Cost of revenue Gross profit Operating expenses: Research and development General and administrative Sales and marketing Total operating...

  • Page 57
    ... 502,874 Issuance of common stock in connection with stock option exercises - Accretion of redeemable convertible preferred stock to redemption value - Repurchase of common stock - Share-based compensation expense - Issuance of common stock in connection with initial public offering, net of issuance...

  • Page 58
    The accompanying notes are an integral part of these consolidated financial statements. 54

  • Page 59
    Table of Contents Carbonite, Inc. Consolidated Statements of Cash Flows 2011 Years Ended December 31, 2010 (in thousands) 2009 Operating activities Net loss Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization Amortization of ...

  • Page 60
    ...2005, and focuses on the development and marketing of personal computer backup service that enables users to backup, access, and restore data files online. 2. Summary of Significant Accounting Policies...results may differ from management's estimates if past experience or other assumptions do not turn ...

  • Page 61
    ...Company derives revenue from online backup subscription services. These services are standalone independent service solutions, which are generally contracted for a one- to three-year term. Subscription arrangements include access to use the Company's software via the internet. The Company recognizes...

  • Page 62
    ... costs as incurred. During the years ended December 31, 2011, 2010, and 2009, the Company incurred approximately $25.1 million, $23.6 million, and $10.8 million of advertising expense, respectively, which is included in sales and marketing expense in the accompanying statements of operations...

  • Page 63
    ... views its operations and manages its business in one operating segment. The Company does not disclose geographic information for revenue and long-lived assets as revenue and long-lived assets located outside the United States do not exceed 10% of total revenue and total assets. Accounting for Stock...

  • Page 64
    ... of common stock Warrant Total 4. Short-term Investments and Fair Value of Financial Instruments - 2,867 9 11 2,887 13,483 2,473 27 11 15,994 13,418 2,598 47 11 16,074 At December 31, 2011, the Company's short-term investments consisted of marketable securities with maturities within one year as...

  • Page 65
    ..., and the assumption of certain liabilities. Phanfare's service enables users to create, maintain, and share online photo and video albums. The Company maintains the former service, employees, and office location of Phanfare. The results of operations for the acquisition have been included in the...

  • Page 66
    ... estimated useful lives. As of December 31, 2011, purchased intangible assets consist of the following (in thousands): Gross Carrying Estimated Useful Life Value Accumulated Amortization Net Carrying Value Developed technology Customer relationships Non-Compete agreements 5 years 3 years 5 years...

  • Page 67
    Table of Contents Carbonite, Inc. 8. Redeemable and Convertible Preferred Stock and Stockholders' Equity (Deficit) Initial Public Offering In August 2011, the Company closed its initial public offering ("IPO") of 7,187,500 shares of common stock at a price of $10.00 per share, including 937,500 ...

  • Page 68
    ... were declared by the Board, at an annual rate per share, without compounding, equal to 6% of the original purchase price. Dividends accrued, whether or not declared, and were cumulative and payable upon the occurrence of a liquidation event for all Preferred Stock, as well as upon redemption for...

  • Page 69
    ..., and expire ten years from the date of grant. Certain option awards provide for accelerated vesting if there is a change of control, as defined in the 2005 Plan or 2011 Plan, as applicable. The Company has generally granted stock options at exercise prices not less than the fair market value of its...

  • Page 70
    ... has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. As a result, for stock option grants made during the years ended December 31, 2011, 2010, and 2009 the expected term was...

  • Page 71
    Table of Contents Carbonite, Inc. The following table summarizes stock option activity under the 2005 and 2011 Plans: WeightedAverage Exercise Price per Share WeightedAverage Remaining Contractual Life (in years) Number of Shares Aggregate Intrinsic Value (in thousands) (2) Outstanding at ...

  • Page 72
    ...value of the Company's common stock on the date of grant. Stock-based compensation expense related to ...computed using the U.S. federal statutory rate to that reflected in operations follows: 2011 Year Ended December 31, 2010 2009 Expected income tax benefit using U.S. federal statutory rate Change...

  • Page 73
    ... Code of 1986, as amended, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company performed an analysis of its changes in ownership through December 31, 2011...

  • Page 74
    ... property taxes, insurance, and maintenance. The Company has lease agreements to rent office space in Boston, Massachusetts (corporate headquarters) Lewiston, Maine, Princeton, New Jersey, and Beijing, China, expiring in 2016 or earlier. The Company has lease agreements to rent data center space...

  • Page 75
    ..., with respect to the Company, that the Company's online backup storage services infringe four patents held by Oasis Research. Oasis Research seeks an award for damages in an unspecified amount. The Company expects that a trial date will be set for late 2012 or early 2013. Neither the ultimate...

  • Page 76
    ...limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers...

  • Page 77
    ... to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of The NASDAQ Stock Market, by filing a Current Report on Form 8-K with the SEC...

  • Page 78
    ... SERVICES The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements See Index to Consolidated Financial Statements on page 50 of this Annual Report on...

  • Page 79
    ... Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CARBONITE, INC. Dated: March 7, 2012 By: /s/ David Friend David Friend Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that...

  • Page 80
    ... as of August 11, 2011. Turn Key Datacenter Lease with Digital Phoenix Van Buren, LLC, dated as of November 29, 2011. List of subsidiaries. Consent of Ernst & Young LLP, independent registered public accounting firm. Power of Attorney (included on signature pages to this Annual Report on Form 10...

  • Page 81
    ... Extension Presentation Linkbase Document. (1) Filed as the same numbered exhibit to Registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2011, and incorporated herein by reference. (2) Filed as the same numbered exhibit to Amendment No. 2 to...

  • Page 82
    Exhibit 10.17 120 EAST VAN BUREN STREET PHOENIX, ARIZONA TURN KEY DATACENTER LEASE Between DIGITAL PHOENIX VAN BUREN, LLC a Delaware limited liability company as Landlord and CARBONITE, INC ., a Delaware corporation as Tenant Dated November 29, 2011

  • Page 83
    TABLE OF CONTENTS Page 1. LEASE OF TENANT SPACE 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 Tenant Space Condition of Tenant Space Interconnections; Datacenter Connection Area Relocation Right Quiet Enjoyment; Access Common Area Tenant's Datacenter Expansion Right Determination of Prevailing Base Rent for ...

  • Page 84
    7. ACCESS CONTROL; LANDLORD'S ESSENTIAL SERVICES; INTERRUPTION OF SERVICES 7.1 7.2 7.3 7.4 Access Control Landlord's Essential Services Customer Handbook Interruption of Services Landlord's Maintenance Tenant's Maintenance Alterations Removal of Tenant's Personal Property Casualty Events; Takings ...

  • Page 85
    ...Tenant Remedies Limitations on ...Party Beneficiaries Access by Landlord Rights Reserved by Landlord Counterparts; Delivery by Facsimile or E-mail Confidentiality Incorporation of Schedules and Exhibits Financial Statements Non-Exclusive Remedies Definition of Confidential Information. Exclusions Use...

  • Page 86
    ... of the Basic Lease Information. " Building Systems " shall mean and refer to the Building and/or Property systems and equipment, including all fire/life safety, electrical, HVAC, plumbing and sprinkler, access control (including Landlord's Access Control Systems), mechanical, and telecommunications...

  • Page 87
    ... Tenant's behalf, or by Tenant and/or by any other Tenant Party. " Casualty-Complete " shall mean and refer to a Casualty Event that results in the complete destruction of the Building or the Property. " Casualty Event " shall mean and refer to fire, explosion or any other disaster causing damage to...

  • Page 88
    ... directly or indirectly, by, through or under any Colocation Customer, together with the officers, agents, servants and employees of each Colocation Customer. " Commencement Date Conditions " shall mean and refer to the occurrence of the following: (a) Landlord has completed Landlord's Installations...

  • Page 89
    ... per month or (b) the maximum lawful rate of interest. " Delinquency Date " shall mean and refer to the date that is five (5) days after the date on which any particular payment of Rent is due from Tenant to Landlord. " Digital " shall mean and refer to Digital Realty Trust, L.P., a Maryland limited...

  • Page 90
    ... incurred by Tenant in connection with such sublease or assignment. " Financial Statements " shall mean and refer to audited annual financial statements of the indicated entity, certified by the entity's chief financial officer, including (i) a balance sheet, and (ii) a profit and loss statement...

  • Page 91
    ... ," or " Handling " shall mean and refer to any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving...

  • Page 92
    ... mean and refer to the following: (i) a check-in desk at the Building's main entrance operated by Landlord twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year, (ii) an electronic "key card" system to control access to the Datacenter, and (iii) a video surveillance...

  • Page 93
    ... to Generator Fuel Usage that is used for the performance of Landlord's maintenance obligations hereunder. "Market Area" shall mean the greater Phoenix area. " Maximum Structural Load " shall mean and refer to the Maximum Structural Load set forth in Item 19 of the Basic Lease Information. " Meet-Me...

  • Page 94
    ... Date " shall mean and refer to the Outside Completion Date set forth in Item 4 of the Basic Lease Information. " Partial Month " shall, in the event of a Commencement Date that occurs on a date that is other than the first (1st) day of a calendar month, mean and refer to the number of calendar days...

  • Page 95
    ... will be required for the repair and/or restoration of the Building following a Casualty Event in order to enable Tenant's use of the Tenant Space in the ordinary conduct of Tenant's business. [***] Information has been omitted and filed separately with the Securities and Exchange Commission...

  • Page 96
    ...-current Interruption Accrual Period. " Security Documents " shall mean...Building than just the Premises. Shared Infrastructure Costs shall also include all costs related to the delivery of each utility as well as the relevant "unit consumption costs", including recurring network charges, subscription...

  • Page 97
    ... any competent authority for any public or quasi-public use or purpose, or sold to prevent the exercise thereof. " Target Commencement Date " shall mean and refer to the Target Commencement Date set forth in Item 4 of the Basic Lease Information. " Target Humidity Range " shall mean and refer to the...

  • Page 98
    ... calendar year during the Term of the Lease, to Landlord's reasonable projection of Taxes - Real Property for such year. " tel x " shall mean and refer to that certain third party entity named tel X - Phoenix, LLC (together with its successors and assigns), which controls and operates the Meet-Me...

  • Page 99
    ... property owned, leased or licensed by Landlord or any other member of the Landlord Group, installed and/or placed anywhere in the Building, the Datacenter, and/or the Tenant Space by any party specifically and solely in order to provide any service to Tenant or any Tenant Party (e.g., data storage...

  • Page 100
    ... party (other than Tenant's employees and occasional guests) to occupy or use any portion of the Tenant Space,...address of the proposed Transferee; (b) all of the principal terms of the proposed Transfer; (c) current, certified financial statements of the proposed Transferee, and any other information...

  • Page 101
    ...Digital Phoenix Van Buren, LLC, a Delaware limited liability company Carbonite, Inc., a Delaware corporation Tenant Address for Notices : Carbonite, Inc. 177 Huntington Avenue Boston, MA 02115 Attn: General Counsel Phone No: (617) 587-1100 E-mail: [email protected] With copies to: Foley & Lardner...

  • Page 102
    ...-342-4001 Email: [email protected] Tenant Address for Invoice of Rent : Carbonite, Inc. 177 Huntington Avenue Boston, MA 02115 Attn: Chief Financial Officer Phone No: (617) 587-1100 E-mail: [email protected] 4. Effective Date / Commencement Date : (a) (b) (c) (d) (e) (f) Effective Date : Target...

  • Page 103
    ... 97-108 of the Term. $[***] per month for months 109-120 of the Term. 9. 10. 11. Installation Fee : Prepaid Rent : Landlord's Address for Notices : Not Applicable. None. Digital Phoenix Van Buren, LLC c/o Digital Realty Trust 120 E. Van Buren Suite 120 Phoenix, Arizona 85004 Attn: Property Manager...

  • Page 104
    ...(214) 969-4999 E-mail: [email protected] 12. Landlord's Address for Payment of Rent : Bank: Bank of America NT&SA 1850 Gateway Blvd. Concord, CA 94520-3282 121000358 1459242282 Digital Phoenix Van Buren, LLC Tenant Account No., Invoice No. Bank of America NT&SA 100 West 33 rd Street New York, NY...

  • Page 105
    ...Los Angeles, CA 90012 Contact Information : Director of Cash Management Digital Realty Trust 560 Mission Street, Suite 2900 San Francisco, CA 94105 P: (415) 738-6509 F: (415) 495-3687 13. 14. 15. 16. 17. 18. 19 Brokers: Land/Property : Building : Tenant's Proportionate Share : Meet-Me Room : Maximum...

  • Page 106
    ... parties have signed this Lease Tenant shall prepare and deliver to Landlord a mutually acceptable press release (" Initial Press Release ") announcing Tenant's occupancy of the Premises in the Building, which Landlord shall have the right to publish and disseminate. Any changes to any such press...

  • Page 107
    ... claiming by, through or under Landlord. Subject to the terms and conditions of this Lease, including the Datacenter Rules and Regulations and Landlord's Access Control Systems and Force Majeure, Tenant shall have access to the Tenant Space twenty-four (24) hours per day, seven (7) days per week.

  • Page 108
    ... with Tenant's use of, or access to, the Tenant Space. 1.7 Tenant's Datacenter Expansion Right . Subject to the terms and conditions set forth in this Section 1.7, Tenant shall have a one-time right to request that Landlord demise to Tenant additional Datacenter space in the Building (" Datacenter...

  • Page 109
    ... the terms and conditions which are then applicable to leases then being executed for comparable Datacenter space in the Building. Tenant shall take the Datacenter Expansion Area in "as-is" condition (i.e., Landlord shall have no obligation to prepare the Datacenter Expansion Area for Tenant's use...

  • Page 110
    ... into in the Building, then for comparable space in the Market Area, taking into consideration all relevant factors, including the quality, size, utility and location thereof, the length of the term thereof, the credit standing of Tenant, the amenities provided to Tenant, the Tax Base Year, and any...

  • Page 111
    ... Initial Expert Determination. For the purposes hereof, " Disinterested Expert " shall mean a broker who has been regularly engaged in the business of datacenter leasing in the Market Area for at least the five (5) years immediately preceding such person's appointment hereunder. Each party shall pay...

  • Page 112
    ...extended, or earlier terminated, in accordance with the express terms of this Lease. 2.2 Delivery of Tenant Space . Landlord shall use commercially reasonable efforts to satisfy the Commencement Date Conditions prior to the Target Commencement Date. Landlord and Tenant acknowledge and agree that, by...

  • Page 113
    ... (" Extension Options ") to extend the Term of the Lease. First Extension Term: Second Extension Term: Three (3) years (months 63-99) Three (3) years (months 100-136) Tenant's right to extend the Term of the Lease with respect to any Extension Term shall be conditioned upon Tenant having timely and...

  • Page 114
    ... OTHER CHARGES . 3.1 Base Rent . Tenant shall pay Base Rent to Landlord throughout the Term of this Lease. All Base Rent shall be paid to Landlord in monthly installments in advance on the first day of each and every calendar month throughout the Term of this Lease; provided, however, that: (a) if...

  • Page 115
    ... directly to the Premises (i.e., a total of of Tenant's actual metered utility costs). Tenant shall pay Tenant's Utility Payment to Landlord, as Additional Rent, within thirty (30) days after Tenant's receipt of each Tenant's Utility Payment invoice. [***] Information has been omitted and filed...

  • Page 116
    ... shall pay the Generator Fuel Payment to Landlord, as Additional Rent, within thirty (30) days of delivery of each Generator Fuel Payment invoice. For the avoidance of doubt, it is the intent of the parties that this Section 3.5.3 represents a mechanism only for Landlord's cost recovery with regard...

  • Page 117
    ... to Tenant a statement of the Taxes - Real Property (Projected) for the Property for the year in which the Effective Date occurs. Tenant shall pay each Projected Real Property Tax Installment to Landlord on the first day of each month during the Term of the Lease. Until Tenant has received the...

  • Page 118
    ... other portion of the Building, or (c) refer to the Tenant Space as a "meet-me room". Tenant agrees to reimburse Landlord for any losses, costs or damages caused by unauthorized parties who gain access to the Tenant Space or the Building through access cards, keys or other access devices provided to...

  • Page 119
    ...to Tenant results of the temperature monitoring provided by such sensors throughout the Term of the Lease. 7.3 Customer Handbook . Landlord agrees, throughout the Term of the Lease, to operate the Datacenter in accordance with the Digital Realty Trust "Customer Handbook", Version 2.5 dated September...

  • Page 120
    ... electrical or other service to the Premises, or to any other portion of the Building or Property, shall, in any event, (i) constitute an eviction or disturbance of Tenant's use and possession of the Tenant Space, (ii) constitute a breach by Landlord of any of Landlord's obligations under this Lease...

  • Page 121
    ... implemented. If Tenant timely elects to have the PM Change implemented, Tenant shall pay Landlord the actual incremental amount of the costs incurred by Landlord in connection with the PM Change within thirty (30) calendar days after Tenant's receipt of an invoice for same from Landlord. - 21 -

  • Page 122
    ... to be made any Alterations to the Tenant Space, the Datacenter, or any other portion of the Building or Property without the prior written consent and approval of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. The foregoing notwithstanding, Landlord's consent...

  • Page 123
    ... of Tenant's Personal Property, and shall restore those portions of the Building, the Datacenter, and/or the Tenant Space damaged by such removal of (or by the initial installation of) such Tenant's Personal Property to their condition existing immediately prior to the installation or placement of...

  • Page 124
    ... upon the date set forth in the notice, which date shall not be more than thirty (30) days following the giving of such notice. 9.1.2.4 Tenant's Termination Right - Partial Taking . If, by reason of a Taking of part of the Building or the Property Tenant no longer has reasonable means of access to...

  • Page 125
    ...at Tenant's expense, procure and maintain throughout the Term of this Lease a policy or policies of insurance in accordance with the terms and requirements set forth in Exhibit "B-1" to this Lease. All of Tenant's insurance policies with respect to the Tenant Space shall be endorsed so as to include...

  • Page 126
    ...'s Personal Property, any Alteration to the Tenant Space made by or on behalf of Tenant, or covering any Tenant Party, other than Landlord's Installations and Landlord's OS Installations. 10. TRANSFERS . 10.1 Restrictions on Transfers; Landlord's Consent . Except as otherwise expressly set forth in...

  • Page 127
    ...days) prior to the proposed effective date of the Transfer, Tenant shall submit a Transfer Notice to Landlord. If, thereafter, Tenant modifies any of the terms and conditions... Agreements, and each Colocation Party's use of the Tenant Space, must comply with the terms of this Lease (including the...

  • Page 128
    ...Tenant Space, for any Excess Rent, then Tenant shall pay ...the Building and/or the Property and by any current and/...days after written request by Tenant, Landlord shall execute, acknowledge and deliver to Tenant a statement in writing certifying all matters reasonably requested by Tenant or any current...

  • Page 129
    ...Property, the Building, the Datacenter or the Tenant Space... or certified mail, a copy...days and is diligently pursuing the remedies or steps necessary to cure or correct such default). 12.3 SNDA . At any time that the Building is hereafter made subject to any Security Document(s), Landlord shall use...

  • Page 130
    ...and surrender possession of the Tenant Space to Landlord in good working order and clean condition, ordinary wear and tear, and damage caused by a Casualty Event, Taking or a default of Landlord excepted. 13.2 Disposal of Tenant's Personal Property . If any property not belonging to Landlord remains...

  • Page 131
    ... members of the Landlord Group for) any and all Claims arising from and/or in connection with: (i) the use or occupancy of the Tenant Space or any portion of the Building or the Property by Tenant or any other Tenant Party and/or any person claiming by, through or under Tenant or any other Tenant...

  • Page 132
    ... active gross negligence or willful misconduct of Tenant or any other Tenant Party with respect to the Tenant Space, the Building or the Property; (iii) any person or entity making a claim for any commission or other compensation in connection with the execution of this Lease or the leasing of the...

  • Page 133
    ... Tenant Space, the Building or the Property, or any portion of any of the above, for work claimed to have been done, or materials claimed to have been furnished to Tenant, shall be duly discharged by Tenant, by bonding or otherwise, within thirty (30) calendar days after the later of: (i) filing of...

  • Page 134
    ... (3) ECT Overages occur in any rolling thirty (30) day period. In connection with this Section 15.1.2.1, the term "remedy" shall mean and refer to a meaningful and relatively permanent remedy of the condition causing the ECT Overage. 15.1.3 The filing or execution or occurrence of any one of the...

  • Page 135
    ...Space, shall be limited, in the aggregate, solely to an amount equal to Five Million ($5,000,000.00) Dollars, provided that the limitations on Tenant's liability set... connection, Tenant hereby expressly waives any right conveyed to Tenant by virtue of any law granting Tenant a lien upon the property ...

  • Page 136
    ... equal to Landlord's Liability Cap, provided that the limitations on Landlord's liability set forth in this Section 16.2(i) shall not apply to: (x) claims based upon claims of third parties for injuries to persons or damages to physical property to the extent based upon the negligence or willful...

  • Page 137
    ...TENANT EACH EXPRESSLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES. FOR THE AVOIDANCE OF DOUBT, THE FILING OF A CROSS-COMPLAINT BY ONE AGAINST THE...

  • Page 138
    ... twenty-four (24) hours thereafter), if for Landlord, to the Building office and at the address specified in Item 11 of the Basic Lease Information, or if for Tenant, at the address specified in Item 3 of the Basic Lease Information, or at such other addresses as either party may have theretofore...

  • Page 139
    ... to do business in the state in which the Property is located, and (iv) this Lease is being executed on its behalf and for its benefit. 17.13 Successors and Assigns . Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon...

  • Page 140
    ..., the Datacenter, the Building and the Property, including the right: (i) to change the name or street address of the Building and/or the Property; (ii) to install, affix and maintain all signs on the exterior and/or interior of the Building and/or the Property; (iii) to change, from time to time...

  • Page 141
    ... a publicly traded entity that is traded on a nationally recognized stock exchange, and (b) such entity's Financial Statements are available online at no cost to Landlord. 17.22 Non-Exclusive Remedies . Unless expressly provided otherwise in this Lease, no remedy which a party may have as set forth...

  • Page 142
    ... or time to market, sales forecasts or results of marketing efforts, pricing or pricing strategies, costs, operational techniques, strategic plans, and unpublished financial information, including information concerning revenues, profits and profit margins. " Tenant's Data " shall mean and refer to...

  • Page 143
    ..., otherwise oppose, or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures in such...

  • Page 144
    ..., with respect to either Landlord or Tenant, as the case may be, return or destroy, at the Disclosing Party's option, all tangible (the parties acknowledging that information provided in electronic format shall not be considered "tangible" for the purposes of this Section 18.5) originals and copies...

  • Page 145
    ... Inc., a Maryland corporation, its General Partner By: /s/ Richard Berk Print Name: Richard Berk Title: VP, Portfolio Management, West Region Date: 11/29/11 TENANT : CARBONITE, INC., a Delaware corporation By: /s/ Andrew Keenan Name: Andrew Keenan Title: Chief Financial Officer Date: 11/21/11 - 45 -

  • Page 146
    Confidential Treatment Requested by Carbonite, Inc. EXHIBIT "A" DEPICTION OF DATACENTER, PREMISES, MEET-ME ROOM, AND UPS ROOM [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted ...

  • Page 147
    ... be issued by insurers with a "General Policyholders Rating" of at least A-, VIII, as set forth in "Best's Insurance Guide." Such insurers shall be authorized to do business in the State in which the Property is located. Tenant's commercial general liability policy shall be written to apply to all...

  • Page 148
    ... be issued by insurers with a "General Policyholders Rating" of at least A-, VIII, as set forth in "Best's Insurance Guide." Such insurers shall be authorized to do business in the State in which the Property is located. Landlord's commercial general liability policy shall be written to apply to all...

  • Page 149
    ... carriers in the Meet-Me Room without monthly recurring charges; provided, however, that if Tenant requests that Landlord perform a cross-connection utilizing the Original VIII Ports, Landlord or tel x shall, at Tenant's cost, install such cross-connection, and Tenant shall pay to Landlord a non...

  • Page 150
    ... Tenant Space to Landlord. 1.1.2 Enter upon and take possession of the Tenant Space and expel...or with third parties, and affecting the Tenant Space or any part of the Building. 1.2 No ... the Term of this Lease measured from the date of such termination by Landlord until the expiration of the Term of ...

  • Page 151
    ... refixturing, alterations and other costs in connection with preparing the Tenant Space for the new tenant and any reasonable or necessary alterations, (ii) the cost, incurred by Landlord in good faith, of removing and storing Tenant's or other occupant's property, and (iii) all reasonable expenses...

  • Page 152
    ... leasing any other space within the Building; or (ii) relet the Tenant Space (A) at a rental rate or otherwise on terms below market, as then determined by Landlord in its sole discretion; (B) to any entity not satisfying Landlord's then standard financial credit risk criteria; (C) for a use (1) not...

  • Page 153
    ...INSTALLATIONS Landlord shall cause The installation of Metering Equipment - Tenant Space related to electrical power. Cage substantially in the lay out set forth on Exhibit "A" . The installation... Applicable Laws; and Landlord's Installations will be free from defects. Exclusions from Landlord...use.

  • Page 154
    ...'s Installations and the Commencement Date Conditions. The provisions of this Section (C) sets forth...Date, Landlord has obtained such documentation as is customarily issued by the City of Phoenix evidencing that the Datacenter (including the Tenant Space and the Meet-Me Room) may be lawfully used...

  • Page 155
    EXHIBIT "E-1" [INTENTIONALLY OMITTED]

  • Page 156
    ...back-up power systems for use in the Premises, or otherwise in, or for, the Tenant Space. B. ...limited to providing HVAC sufficient to meet the HVAC Specifications. 400 total kW. Six (6) minutes. Two (2) 2.0 MW Building generator plant supplies dedicated back-up power for the Premises Back-up power...

  • Page 157
    ... breach by Landlord of its obligations with respect to Security or Access, as set forth in the then current version of the Handbook (such security and access obligations being set forth in Section 7 of the Version 2.5 of the Handbook, dated September 3, 2009), shall be considered to be a " Security...

  • Page 158
    ...use the Tenant Space for the purposes permitted under the Lease for a period after the date (" SOC 2 Cure Date ") which is (20) days...month of the Term, Landlord will pay to Tenant the amount of such Credit within thirty (30) days following the expiration of the Term. E. Limits.../Access ...automatically...

  • Page 159
    ... timely deliver Tenant's Chronic Outage Termination Notice shall automatically extinguish Tenant's right to terminate this Lease with respect...Credits, Security/Access Credits, Full SOC 2 Credits, and Partial SOC 2 Credits and the termination rights set forth above, all as expressly set forth in this...

  • Page 160
    EXHIBIT "G" INTENTIONALLY OMITTED

  • Page 161
    EXHIBIT "H" COMMENCEMENT DATE NOTICE , 2011 VIA [FAX/E-MAIL]: [# OR E-MAIL ADDRESS] AND FEDERAL EXPRESS CARBONITE, INC Re: That certain TURNKEY DATACENTER LEASE with an effective date of , 2011 (as amended and modified from time to time, the " Lease "), by and between CARBONITE, INC. (" Tenant "), ...

  • Page 162
    ... you have any questions, please contact (Property Manager) at Sincerely, , who will be glad to assist you. DIGITAL PHOENIX VAN BUREN, LLC, a Delaware limited liability company By: Digital Realty Trust, L.P., a Maryland limited partnership, its Sole Member and Manager By: Digital Realty Trust, Inc...

  • Page 163
    120 EAST VAN BUREN STREET PHOENIX, ARIZONA OFFICE SPACE RIDER Between DIGITAL PHOENIX VAN BUREN, LLC a Delaware limited liability company as Landlord and CARBONITE, INC. , a Delaware corporation as Tenant Dated November 29, 2011

  • Page 164
    ...(1 st ) day of a calendar month, mean and refer to the number of calendar days (including the OS Commencement Date) remaining in the month in which the OS Commencement Date occurs. "OS Permitted Use " shall mean and refer to the OS Tenant Space being used only for general office purposes and storage...

  • Page 165
    ... Rules and Regulations. " OS Tenant Space " shall mean and refer to the OS Tenant Space set forth in Item 5 of the Basic Rider Information. " OS Tenant Work " shall mean and refer to any and all work (other than the completion of Landlord's OS Installations) for the OS Tenant Space that Tenant shall...

  • Page 166
    ... supplement the Lease as of the OS Effective Date: BASIC RIDER INFORMATION 1. Landlord : 2. Tenant : 3. OS Effective Date/OS Commencement Date : a. OS Effective Date : November 29, 2011, being the latest of the parties' respective dates of execution of this Rider, as set forth on the signature page...

  • Page 167
    ... feet of the OS Tenant Space purported by either party shall be the basis for changing the number of rentable square feet herein stipulated. 6. 7. 8. 9. OS Base Rent : Intentionally Deleted . OS Installation Fee : Intentionally Deleted . $8,640.00 per year. Intentionally Deleted. None. Intentionally...

  • Page 168
    ... the OS Rider Term, together with the non-exclusive right to use the Common Areas of the Building (as they may be changed from time to time by Landlord pursuant to the provisions of the Lease), appurtenant to or necessary for the use of the OS Tenant Space. 1.2 Condition of OS Tenant Space . Tenant...

  • Page 169
    ... terms and conditions of the Lease and this Rider (including, without limitation, the OS Rules and Regulations), Landlord's Access Control Systems and Force Majeure, Tenant shall have access to the OS Tenant Space twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year...

  • Page 170
    ...of the OS Tenant Space, the Property, or the Building. In the event of any interruption, however, Landlord shall employ commercially reasonable efforts to restore such service or cause the same to be restored in any circumstances in which such restoration is within the reasonable control of Landlord...

  • Page 171
    ... Term, Tenant hereby waiving all rights to any payment or compensation therefor; provided, however, that Tenant shall, in any event, remove all cabling, including, without limitation, telephone and computer cabling, installed in the OS Tenant Space and/or the risers of the Building in connection...

  • Page 172
    ... or e-mail shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Rider had been delivered. 6.5 Confidentiality . Each party agrees that (i) the terms and provisions of this Rider are confidential and constitute proprietary information of the...

  • Page 173
    ... this Rider on the respective dates set forth below to be effective as of the OS Effective Date. LANDLORD : DIGITAL PHOENIX VAN BUREN, LLC , a Delaware limited liability company By: Digital Realty Trust, L.P., a Maryland limited partnership, Its Sole Member and Manager By: Digital Realty Trust, Inc...

  • Page 174
    EXHIBIT "A" DEPICTION OF OS TENANT SPACE See attached.

  • Page 175
    -2-

  • Page 176
    EXHIBITS "B", "C", and "D" Intentionally Deleted. -3-

  • Page 177
    ... to all such change requests, and shall pay the same to Landlord within thirty (30) days after Tenant's receipt of an invoice therefor from Landlord. Landlord's Warranty, as set forth on Exhibit "E " to the Lease, shall apply to the Landlord's Installations with respect to the OS Tenant Space.

  • Page 178
    ... the following: 1. 2. The OS Commencement Date is , 20 . Tenant's OS Base Rent schedule is as follows: $100 per year which has been paid in full for the entire OS Rider Term. (Property Manager) at , who will be glad to Should you have any questions, please contact assist you. Sincerely, By: Name...

  • Page 179
    ... as a result of acts in connection with carrying out this service for Tenant from the time of entering property to completion of work. 4. No signs, advertisements or notices shall be allowed in any form on windows or doors inside or outside the OS Tenant Space or any other part of the Building, and...

  • Page 180
    ... to distribute their weight, stand on supporting devices approved by Landlord. All damage done to the OS Tenant Space or to the Building by placing in or taking out any property of Tenant, or done by Tenant's property while in the OS Tenant Space or the Building, shall be repaired immediately at the...

  • Page 181
    Exhibit 21.1 Subsidiaries of Carbonite, Inc. Subsidiary Jurisdiction Carbonite Holdings, Inc. Carbonite Securities Corporation 6745385 Canada, Inc. Carbonite (China) Co., Ltd. United States (Delaware) United States (Massachusetts) Canada China Each of the subsidiaries is a wholly owned subsidiary...

  • Page 182
    ... (Form S-8 No. 333-176373) of our report dated March 7, 2012 with respect to the consolidated financial statements of Carbonite, Inc., included in this Annual Report (Form 10-K) of Carbonite, Inc. for the year ended December 31, 2011. /s/ Ernst & Young LLP Boston, Massachusetts March 7, 2012

  • Page 183
    ..., summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: March 7, 2012 /s/ David Friend David Friend Chief Executive Officer

  • Page 184
    ... and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: March 7, 2012 /s/ Andrew P. Keenan Andrew P. Keenan Chief Financial Officer

  • Page 185
    ...-OXLEY ACT OF 2002 In connection with the Annual Report of Carbonite, Inc. (the "Company") on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Friend, Chief Executive Officer of the Company, certify...

  • Page 186
    ...-OXLEY ACT OF 2002 In connection with the Annual Report of Carbonite, Inc. (the "Company") on Form 10-K for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Andrew P. Keenan, Chief Financial Officer of the Company, certify...