—] Shares BORDERFREE, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2014 • Borderfree, Inc. • Services-business services, nec • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2014 • Borderfree, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Borderfree, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), and supersedes any other prior agreement between the Company and Indemnitee regarding indemnification.
2- 2.3 Payment of Interest on the Credit Extensions. (a) Interest Rate. Subject to Section 2.3(b), the outstanding principal amount of any and all Advances and Non-Formula Advances, shall in each case accrue interest at a floating per annum rate equal...Loan and Security Agreement • July 25th, 2014 • Borderfree, Inc. • Services-business services, nec
ContractBorderfree, Inc. • February 18th, 2014 • Services-business services, nec • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a...Tender and Support Agreement • May 6th, 2015 • Borderfree, Inc. • Services-business services, nec • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 5th day of May, 2015 (the “Effective Date”), between Borderfree, Inc., a Delaware corporation (the “Company”), and Michael A. DeSimone (the “Executive”). WHEREAS, the...Employment Agreement • May 6th, 2015 • Borderfree, Inc. • Services-business services, nec • New York
EXECUTION COPY CONFIDENTIAL ACTIVE/82285023.8 AGREEMENT AND PLAN OF MERGER by and among: Borderfree, Inc. , a Delaware corporation; Pitney Bowes Inc., a Delaware corporation; and BrickBreaker Acquisition Corp., a Delaware corporation Dated as of May...Agreement and Plan of Merger • May 6th, 2015 • Borderfree, Inc. • Services-business services, nec • Delaware
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 18, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and BORDERFREE, INC., f/k/a FIFTYONE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of September 17, 2009, between Borrower and Bank, as amended by that certain First Loan Modification Agreement dated as of October 27, 2009, between Borrower and Bank, as amended by that certain Second Loan Modification Agreement dated as of January 21, 2010, between Borrower and Bank, as amended by that certain Third Loan Modification Agreement dated as of October 19, 2010, between Borrower and Bank, as amended by that certain Fourth Loan Modi
ContractBorderfree, Inc. • February 18th, 2014 • Services-business services, nec • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2015 • Borderfree, Inc. • Services-business services, nec • New York
This Employment Agreement (“Agreement”) is made as of the 5th day of May, 2015 (the “Effective Date”), between Borderfree, Inc., a Delaware corporation (the “Company”), and Brian Dhatt (the “Executive”).
ContractBorderfree, Inc. • February 18th, 2014 • Services-business services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MARCH 10, 2014Investors’ Rights Agreement • March 11th, 2014 • Borderfree, Inc. • Services-business services, nec • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 10th day of March, 2014, by and among Borderfree, Inc., a Delaware corporation (the “Company”), the purchasers identified in Schedule 1 attached hereto (each an “Purchaser” and collectively the “Purchasers”) and the parties identified in Schedule 2 attached hereto (the “Previous Investors;” and the Purchasers and the Previous Investors shall collectively be referred to herein as the “Investors”). Terms used herein and not otherwise defined shall have the meaning assigned thereto in the Share Purchase Agreement (as defined below).
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JUNE 28, 2012Investors’ Rights Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 28th day of June, 2012, by and among FiftyOne, Inc., a Delaware corporation (the “Company”), the purchasers identified in Schedule 1 attached hereto (each an “Purchaser” and collectively the “Purchasers”) and the parties identified in Schedule 2 attached hereto (the “Previous Investors;” and the Purchasers and the Previous Investors shall collectively be referred to herein as the “Investors”). Terms used herein and not otherwise defined shall have the meaning assigned thereto in the Share Purchase Agreement (as defined below).
AGREEMENT OF LEASE METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC TO FIFTYONE, INC.Agreement of Lease • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec • New York
AGREEMENT OF LEASE (the “Agreement”) made as of February , 2012 by and between METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC, having an office c/o Herald Square Properties, 885 Third Avenue, 19th Floor, New York, New York 10022, party of the first part, hereinafter referred to as “Landlord” and FIFTYONE, INC., a Delaware corporation, having an office at 8 West 40th Street, New York, New York 10018 party of the second part, hereinafter referred to as “Tenant”.
UKMATTERS:33163861.1 DATED January 26, 2015 SALE AND PURCHASE AGREEMENT relating to the entire issued and to be issued share capital of BUNDLE TECH LIMITED 5 New Street Square | London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41...Sale and Purchase Agreement • January 26th, 2015 • Borderfree, Inc. • Services-business services, nec • London
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 26th, 2015 • Borderfree, Inc. • Services-business services, nec
Pursuant to the Borderfree, Inc. 2015 Stock Option Inducement Plan as amended through the date hereof (the “Plan”), Borderfree, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.
