EXHIBIT 10.12 DRUGSTORE.COM, INC. FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT May 19, 1999 TABLE OF CONTENTS' Rights Agreement • July 8th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • California
RxAMERICA PHARMACY SERVICES AGREEMENTServices Agreement • July 26th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Utah
EXHIBIT 10.1 DRUGSTORE.COM, INC. ------------------- STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • September 6th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
EXHIBIT 4.4 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT AND THE...Drugstore Com Inc • September 6th, 2000 • Retail-drug stores and proprietary stores • Washington
EXHIBIT 10.1 LEASE AGREEMENT IRE No.: 334090 LANDLORD: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY TENANT: DS DISTRIBUTION, INC. Date: August 30, 1999 Property: 407 Heron Drive Building A, The Gateway Buildings Pureland Industrial Complex Logan...Lease Agreement • November 2nd, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • New Jersey
A. The Company and Amazon.com, Inc. ("Amazon.com") have entered into ---------- a letter agreement (the "Letter Agreement"), a copy of which is attached as ---------------- Exhibit B hereto, pursuant to which the Company will sell to Amazon.com and...Drugstore Com Inc • July 20th, 1999 • Retail-drug stores and proprietary stores
EXHIBIT 10.2 DRUGSTORE.COM, INC. ------------------- PREFERRED STOCK PURCHASE AGREEMENT ----------------------------------Preferred Stock Purchase Agreement • September 6th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
X = Y (A - B) --------- A Where: X = the number of shares of Common Stock to be issued to the Holder Y = the number of Warrant Shares subject to this Warrant A = the Fair Market Value (as defined below) of one (1) Warrant Share B = the Exercise Price...Drugstore Com Inc • September 6th, 2000 • Retail-drug stores and proprietary stores • Washington
Exhibit 1.1 6,020,000 Shares DRUGSTORE.COM, INC. COMMON STOCK ($0.0001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT March __, 2000Drugstore Com Inc • February 28th, 2000 • Retail-drug stores and proprietary stores • New York
FOURTH ADDENDUM TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT' Rights Agreement • October 2nd, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores
EXHIBIT 10.4 DRUGSTORE.COM, INC. RESTRICTED STOCK PURCHASE AGREEMENT -----------------------------------Restricted Stock Purchase Agreement • May 19th, 1999 • Drugstore Com Inc • California
DRUGSTORE.COM, INC. FOURTH AMENDED AND RESTATED VOTING AGREEMENT --------------------------------------------Voting Agreement • July 20th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
AGREEMENT ---------Voting Agreement • February 9th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
SUNSET NORTH BELLEVUE, WASHINGTONOffice Lease Agreement • February 9th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
AGREEMENT AND PLAN OF MERGER among WALGREEN CO., DOVER SUBSIDIARY, INC. and drugstore.com, inc. Dated as of March 23, 2011Agreement and Plan of Merger • March 24th, 2011 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 23, 2011, is by and among Walgreen Co., an Illinois corporation (“Parent”), Dover Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and drugstore.com, inc., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2009 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 5, 2009 (the “Effective Date”) by and among (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), and (ii) DRUGSTORE.COM, INC., a Delaware corporation, and each of the other Persons listed as “Borrower” on the signature pages hereto (individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
EXHIBIT 10.1 FORM OF INDEMNIFICATION AGREEMENT DRUGSTORE.COM, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT, dated as of ___________, is between DRUGSTORE.COM, INC., a Delaware corporation (the "Company"), and the person listed on the...Indemnification Agreement • May 19th, 1999 • Drugstore Com Inc • Delaware
AGREEMENT ---------Governance Agreement • June 28th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
SERIES B PREFERRED STOCK RESCISSION AGREEMENT This Series B Preferred Stock Rescission Agreement (the "Agreement") is --------- made as of November 23, 1998 by and between DrugStore.com, Inc., a Delaware corporation (the "Company"), and the investors...Rescission Agreement • May 19th, 1999 • Drugstore Com Inc
EXHIBIT 10.16 CONFIDENTIAL TREATMENT REQUESTED SUPPLY AND SERVICES AGREEMENT This Agreement is made and entered into this 29th day of January, 1999, by and between Walsh Distribution, Inc., an Arkansas Corporation having a principal place of business...Confidential Treatment Requested • May 25th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Texas
EXHIBIT ADrugstore Com Inc • December 18th, 2003 • Retail-drug stores and proprietary stores
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
b) Subject to the terms and conditions of this Agreement, each of the Purchasers agrees to purchase and the Company agrees to sell and issue to such Purchaser that number of shares of Series E Preferred Stock, par value $0.001, of the Company, listed...Series E Preferred Stock Purchase Agreement • June 28th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
EXHIBIT 10.16 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH PORTIONS ARE INDICATED BY AN ASTERISK (*). THIS NON-PUBLIC INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE...Supply and Services Agreement • July 26th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Texas
EXHIBIT 10.11 DRUGSTORE.COM, INC. SERIES D PREFERRED STOCK AND CONVERTIBLE NOTE PURCHASE AGREEMENT This Series D Preferred Stock and Convertible Note Purchase Agreement (the "Agreement") is made as of May 19, 1999 by and between drugstore.com, inc., a...Note Purchase Agreement • May 19th, 1999 • Drugstore Com Inc • California
EXHIBIT 1.1 ____________ Shares DRUGSTORE.COM, INC. COMMON STOCK ($0.001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT July ___, 1999Drugstore Com Inc • May 19th, 1999 • New York
ASSET PURCHASE AGREEMENT by and among DS PHARMACY, INC. DRUGSTORE.COM, INC., BIOSCRIP, INC. and BIOSCRIP PHARMACY SERVICES, INC. Dated as of May 5, 2010Asset Purchase Agreement • August 13th, 2010 • Drugstore Com Inc • Retail-drug stores and proprietary stores • New York
proceeding, inquiry or investigation pending or, to the knowledge of Seller and Stockholder, threatened against or affecting Seller before any Governmental Authority which seeks to restrain, prohibit or otherwise challenge the execution and delivery of this Agreement or any of the Transaction Documents, the performance by Seller of its obligations hereunder or thereunder, or the consummation, legality or validity of any of the transactions contemplated hereby or thereby.
drugstore.com Site" means the site currently located at www.drugstore.com ------------------ (and any successor site, Mirror site or sites of any wholly owned Affiliate). "Effective Date" means the date of the consummation of the purchase by...Main Agreement • June 28th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
AGREEMENT ---------Agreement • November 14th, 2001 • Drugstore Com Inc • Retail-drug stores and proprietary stores • California
DRUGSTORE.COM, INC. RESTRICTED STOCK AGREEMENT- NOTICE OF GRANTRestricted Stock Agreement • October 7th, 2008 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s 2008 Equity Incentive Plan (the “Plan”).
EXHIBIT 10.14 AMENDED AND RESTATED TECHNOLOGY LICENSE AND ADVERTISING AGREEMENT This Agreement amends and restates in its entirety the Technology License and Marketing Agreement dated as of August 10, 1998, and entered into by and among: Amazon.com,...Technology License and Advertising Agreement • July 26th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
ONE BELLEVUE CENTER BELLEVUE, WASHINGTON OFFICE LEASE AGREEMENT BETWEEN EOP- NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“LANDLORD”) AND DRUGSTORE.COM, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • November 5th, 2004 • Drugstore Com Inc • Retail-drug stores and proprietary stores
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 16th day of August, 2004, by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”), and DRUGSTORE.COM, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A-1 (Outline and Location of Premises), Exhibit A-2 (Legal Description), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions); Exhibit G (Form of Letter of Credit); Exhibit H (Outline and Location of Generator Area); Exhibit I (Outline and Location of Storage Space); Exhibit J-1 (Detailed Space Plan, with architectural specifications attached as schedule 1 attached thereto); Exhibit J-2 (Specifications Letter, with schedules 1 through 5 attached thereto); and Exhibit K (Description of Base Building Improvements).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 2nd, 2005 • Drugstore Com Inc • Retail-drug stores and proprietary stores • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 1, 2005 by and among drugstore.com, inc., a Delaware corporation (the “Company”), and Ziff Asset Management, L.P. (the “Investor”).
DRUGSTORE.COM, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 18th, 2011 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
This Change in Control Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and drugstore.com, inc. (the “Company”), effective as of January 26, 2009 (the “Effective Date”).
DRUGSTORE.COM, INC. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • November 6th, 2009 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 18th, 2011 • Drugstore Com Inc • Retail-drug stores and proprietary stores
THIS SECOND AMENDMENT (“Second Amendment”) is made this 1 day of December, 2009, by and between LIBERTY VENTURE I, LP, a Delaware limited partnership (“Landlord”), and DS DISTRIBUTION, INC., a Delaware corporation (“Tenant”).
