Digital River Inc /De Sample Contracts

Digital River Inc /De – AGREEMENT AND PLAN OF MERGER by and among DANUBE PRIVATE HOLDINGS II, LLC, DANUBE PRIVATE ACQUISITION CORP. and DIGITAL RIVER, INC. Dated as of October 23, 2014 (October 24th, 2014)

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2014 (this “Agreement”), is made by and among Danube Private Holdings II, LLC, a Delaware limited liability company (“Parent”), Danube Private Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and Digital River, Inc., a Delaware corporation (the “Company”).

Digital River Inc /De – DIGITAL RIVER TO BE ACQUIRED October 23, 2014 DIGITAL RIVER TO BE ACQUIRED Digital River to be acquired by an investor group led by Siris Capital Group The investor group led by Siris will acquire all outstanding shares of DRIV for $26.00 per share in cash, valuing Digital River at approximately $840 million When the official process is complete – which we expect will be in the first quarter of 2015 – Digital River will no longer be a publicly traded company Until the transaction is completed, Digital River will continue to operate as an independent public company and it will be business-as-us (October 24th, 2014)
Digital River Inc /De – Digital River Announces Agreement to Be Acquired by Investor Group Led by Siris Capital Group for $26.00 per Share in Cash Transaction Provides Significant Value for Shareholders and Strong Partner to Support Digital River’s Future Growth (October 24th, 2014)

MINNEAPOLIS — Oct. 23, 2014 — Digital River, Inc. (NASDAQ: DRIV), a leading global provider of Commerce-as-a-Service solutions, today announced that it has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group, LLC (collectively “Siris”) in a transaction valued at approximately $840 million.

Digital River Inc /De – CHANGE OF CONTROL AND SEVERANCE AGREEMENT THEODORE R. CAHALL, JR. (February 27th, 2014)

This Agreement is made effective as of October 21, 2013 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Theodore R. Cahall, Jr. (the “Executive”).

Digital River Inc /De – CHANGE OF CONTROL AND SEVERANCE AGREEMENT THOMAS E. PETERSON (February 27th, 2014)

This Agreement is made effective as of November 18, 2013 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Thomas E. Peterson, a Minnesota resident (the “Executive”).

Digital River Inc /De – UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE 12 MONTHS ENDED DECEMBER 31, 2012 (IN THOUSANDS, EXCEPT PER SHARE DATA) (March 26th, 2013)
Digital River Inc /De – EXECUTIVE EMPLOYMENT AGREEMENT (March 6th, 2013)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 28, 2013, between Digital River, Inc., a Delaware corporation (the “Company”) and David C. Dobson, an individual residing at 20 Teahouse Lane, Ridgefield, CT 06877 (the “the Executive”).

Digital River Inc /De – EMPLOYEE RETENTION AND MOTIVATION AGREEMENT (March 6th, 2013)

This agreement (the “Agreement”) is effective as of February 28, 2013 (the “Agreement Date”) by and between David C. Dobson (the “Covered Person”) and Digital River, Inc., a Delaware corporation (the “Company”).

Digital River Inc /De – TRANSITION AND SEPARATION AGREEMENT (February 25th, 2013)

THIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Digital River, Inc., a Delaware corporation with its principal administrative office at 9625 W. 76th Street, Eden Prairie, Minnesota 55344 (the “Company”), and Joel A. Ronning (“Executive”).

Digital River Inc /De – FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES (January 23rd, 2013)

This Fourth Omnibus Amendment (“Amendment”) to the Microsoft Operations Digital Distribution Agreement is entered into between:

Digital River Inc /De – THIRD OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES (January 23rd, 2013)

This Third Omnibus Amendment (“Amendment”) to the Microsoft Operations Digital Distribution Agreement is entered into between:

Digital River Inc /De – LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

Millennium Partners, L.P., an exempted limited partnership organized in the Cayman Islands with an office at 666 Fifth Avenue, 8th floor, New York, NY,

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – Digital River, Inc. (“Digital River”) and LML Acquisition Corp. (the “Purchaser”) and LML Payment Systems Inc. (the “Company”) ARRANGEMENT AGREEMENT September 21, 2012 (September 24th, 2012)

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the respective covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto agree as follows:

Digital River Inc /De – LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

Millennium Partners, L.P., an exempted limited partnership organized in the Cayman Islands with an office at 666 Fifth Avenue, 8th floor, New York, NY,

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT (September 24th, 2012)

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

Digital River Inc /De – FOURTH OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES (August 7th, 2012)

* Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as *. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Digital River Inc /De – THIRD OMNIBUS AMENDMENT TO MICROSOFT OPERATIONS DIGITAL DISTRIBUTION AGREEMENT AMENDMENT SUMMARY AND SIGNATURE PAGES (August 7th, 2012)

This Third Omnibus Amendment (“Amendment”) to the Microsoft Operations Digital Distribution Agreement is entered into between:

Digital River Inc /De – CHANGE OF CONTROL AND SEVERANCE AGREEMENT STEFAN B. SCHULZ (May 8th, 2012)

This Agreement is made effective as of April 1, 2012 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Stefan B. Schulz (the “Executive”).

Digital River Inc /De – OFFICE LEASE AGREEMENT HQ, L.L.C., as Landlord, and DIGITAL RIVER, INC., as Tenant. Minnetonka, Minnesota (May 8th, 2012)

This Office Lease Agreement is made and entered into as of the Effective Date by and between HQ, L.L.C., a Minnesota limited liability company, as Landlord, and Digital River, Inc., a Delaware corporation, as Tenant.

Digital River Inc /De – PRESS RELEASE DATED DECEMBER 5, 2011 (December 5th, 2011)

MINNEAPOLIS, Dec. 5, 2011 - Digital River, Inc. (NASDAQ: DRIV), a leading provider of global e-commerce solutions, announces the appointment of former Minnesota Governor Tim Pawlenty to its board of directors. Mr. Pawlenty served as Governor of the State of Minnesota for two terms from 2003-2011. As Minnesota’s Chief Executive Officer, he represented the interests of 5.2 million citizens and was responsible for a $50 billion biennial budget, 30,000 employees and over 20 agencies and departments.