ETSY, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 24, 2020 0.125% Convertible Senior Notes due 2027Indenture • August 24th, 2020 • Etsy Inc • Services-business services, nec • New York
INDENTURE dated as of August 24, 2020 between ETSY, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 24, 2023 among ETSY, INC., The other Loan Parties Party Hereto, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger...Credit Agreement • May 4th, 2023 • Etsy Inc • Services-business services, nec • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 24, 2023 (as it may be amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time, this “Agreement”), among ETSY, INC., as the Borrower, the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.
Etsy, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 31st, 2015 • Etsy Inc • Services-business services, nec • New York
Etsy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions in this underwriting agreement (the “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co. is acting as representative (the “Representative”), an aggregate of [—] shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [—] shares and, at the election of the Underwriters, up to [—] additional shares. The aggregate of [—] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [—] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwri
Page ARTICLE 1 Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . Designation and Amount 14 Section 2.02 . Form of Notes 14...Etsy Inc • June 11th, 2021 • Services-business services, nec • New York
INDENTURE dated as of June 11, 2021 between ETSY, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ContractEnglish Warrant Agreement • November 4th, 2014 • Etsy Inc • Services-business services, nec • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
Etsy, Inc. $650,000,000 0.125% Convertible Senior Notes due 2026 Purchase AgreementPurchase Agreement • September 23rd, 2019 • Etsy Inc • Services-business services, nec • New York
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of May 16, 2014 among ETSY, INC., as Borrower, The GUARANTORS Party Hereto, The LENDERS Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY...Pledge and Security Agreement • March 4th, 2015 • Etsy Inc • Services-business services, nec • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of May 16, 2014, among ETSY, INC., as the Borrower, the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
Delivered via DocuSign] Dear Colin, Congratulations! We are thrilled to offer you a full-time position at Etsy (technically, at Etsy, Inc.). This letter details the terms of the offer. Please read it carefully and, if you accept, sign and date this...Confidentiality and Prior Inventions Agreement • May 4th, 2023 • Etsy Inc • Services-business services, nec
This offer is contingent upon the completion of a satisfactory background and conflicts check and formal approval of Etsy’s Board of Directors and Compensation Committee.
ContractEtsy Inc • March 4th, 2015 • Services-business services, nec • California
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.
AGREEMENT AND PLAN OF MERGER by and among ETSY, INC., a Delaware corporation, POLANCO ACQUISITION SUB, INC. a Delaware corporation, REVERB HOLDINGS, INC., a Delaware corporation, and FORTIS ADVISORS LLC, a Delaware limited liability company, as the...Agreement and Plan of Merger • July 22nd, 2019 • Etsy Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 21, 2019 (the “Agreement Date”), by and among Etsy, Inc., a Delaware corporation (“Acquirer”), Polanco Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Merger Sub”), Reverb Holdings, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the securityholders’ agent (the “Securityholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
May 3, 2017Letter Agreement • August 7th, 2017 • Etsy Inc • Services-business services, nec • New York
This letter agreement (the "Agreement") confirms the agreement between you and Etsy, Inc. (the "Company") regarding your resignation.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 3rd, 2023 • Etsy Inc • Services-business services, nec
This Independent Contractor Agreement (the “Agreement”) is entered into as of May 2, 2023 (the “Effective Date”), between Fish Scalability, LLC with its address at XXXXXXXX (“Contractor”) and Etsy, Inc., a Delaware corporation with an address at 117 Adams Street, Brooklyn, NY 11201 (“Etsy”), and governs Contractor’s performance of certain services for Etsy. Each of Etsy and Contractor are a “Party” and together are the “Parties.” The Parties agree as follows:
Rachana Kumar (delivered via docusign) Dear Rachana:Assignment Agreement • February 23rd, 2023 • Etsy Inc • Services-business services, nec
This letter agreement (“Internal Transfer Agreement”) is in addition to, and does not supersede your assignment agreement dated March 16, 2022 to work in Mexico City, Mexico (the “Assignment Agreement”). Except to the extent amended by this Internal Transfer Agreement, the provisions of the Assignment Agreement shall continue in force and effect in accordance with its terms as the context requires. By way of example and not by limitation of the foregoing, except as otherwise expressly set forth in this Internal Transfer Agreement, the provisions of the Assignment Agreement governing your employment with Etsy until the Effective Date shall survive until the Effective Date and the provisions of the Assignment Agreement which by their terms survive and remain applicable after the Effective Date and your repatriation shall continue beyond the Effective Date in accordance with their respective terms. For avoidance of doubt, the provisions in the Assignment Agreement regarding tax briefing a
October 28, 2016 Dear Kristina:Etsy Inc • November 1st, 2016 • Services-business services, nec • New York
This letter (the “Agreement”) confirms the agreement between you and Etsy, Inc. (the “Company”) regarding the transition of your duties and responsibilities and resignation.
June 18, 2013 Re: Relocation Agreement Kristina:Etsy Inc • March 31st, 2015 • Services-business services, nec
As a follow-up to our discussion, the following outlines the additional relocation benefits that Etsy, Inc. (“Company”) will provide you to assist with the temporary living expenses you expect to incur during your relocation to the NYC area.
August 31, 2016 Dear Jordan:Etsy Inc • February 28th, 2017 • Services-business services, nec • New York
This letter (the “Agreement”) confirms the agreement between you and Etsy, Inc. (the “Company”) regarding the resignation of your employment with the Company.
Sept. 10, 2018 Dear Linda:Etsy Inc • November 7th, 2018 • Services-business services, nec • New York
This letter (the "Agreement") confirms the agreement between you and Etsy, Inc. (the "Company") regarding the transition of your duties and responsibilities and resignation.
WAIVER TO CREDIT AGREEMENTWaiver to Credit Agreement • October 29th, 2020 • Etsy Inc • Services-business services, nec
WAIVER TO CREDIT AGREEMENT, dated as of August 18, 2020 (this “Waiver”), by and among ETSY, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and CITIBANK, N.A., as the administrative agent (the “Administrative Agent”).
LEASE AMENDMENT FOR PARTIAL SURRENDER & TERMINATION AGREEMENTTermination Agreement • August 4th, 2016 • Etsy Inc • Services-business services, nec
THIS AMENDMENT TO LEASE (the “Agreement”), made as of June 16, 2016, by and between 55 WASHINGTON STREET LLC, a limited liability company, having an office at c/o Two Trees Management Co., Inc., 45 Main Street, Suite 602, Brooklyn, New York 11201, (the “Landlord”), and ETSY INC., a Delaware corporation, qualified to do business in the State of New York, having an office at 55 Washington Street, Suite 512, Brooklyn, New York 11201 (the “Tenant”).
April 2, 2017 Rachel Glaser [Delivered electronically] Dear Rachel,Confidentiality and Prior Inventions Agreement • April 3rd, 2017 • Etsy Inc • Services-business services, nec
Congratulations! We are thrilled to offer you a full-time position at Etsy (technically, at Etsy, Inc.). This letter details the terms of the offer. Please read it carefully and, if you accept, sign and date this letter and the attached Confidentiality and Prior Inventions Agreement (which we refer to in this offer letter as the CPIA). This offer is contingent on successful completion of a background check and formal approval of Etsy's Compensation Committee.
December 12, 2023 Dear Ryan:Letter Agreement • February 22nd, 2024 • Etsy Inc • Services-business services, nec • New York
This letter (the “Letter Agreement”) confirms the agreement between you and Etsy, Inc. (the “Company”) regarding the transition of your duties and responsibilities at the Company.
July 28, 2022 Kruti Patel GoyalEtsy Inc • November 3rd, 2022 • Services-business services, nec • New York
This letter describes your temporary secondment (the “Secondment”) by Etsy, Inc. (“Etsy” or the “Company”) from Etsy, where you currently work from the Brooklyn, New York office to working for Etsy’s subsidiary, Depop Limited (“Depop”), from its London, UK office, subject to the terms and conditions set forth in this secondment agreement (the “Agreement”). The terms and conditions outlined in this letter are in effect only for the period of the Secondment as defined below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2015 • Etsy Inc • Services-business services, nec • Delaware
This Indemnification Agreement, dated as of [ , 20 ] (this “Agreement”), is between Etsy, Inc., a Delaware corporation (“Etsy”), and [ ] (“Indemnitee”).
Congratulations! We are thrilled to offer you a full-time position at Etsy (technically, at Etsy, Inc.). This letter details the terms of the offer. Please read it carefully and, if you accept, sign and date this letter and the attached...Etsy Inc • February 23rd, 2023 • Services-business services, nec
This offer is contingent upon the completion of a satisfactory background and conflicts check and formal approval of Etsy’s Compensation Committee.
Subject to Comp Committee Approval October 25, 2022 Michael Fisher [Delivered via DocuSign] Dear Mike:Etsy Inc • February 23rd, 2023 • Services-business services, nec • Ohio
In recognition of your continued service with Etsy, Inc. (“Etsy” or “the Company”) through April 30, 2023 (the “Retention Period”), we are pleased to present you with this Advisory Agreement (the “Advisory Agreement”).
June 21, 2017 Dear Karen Mullane:Information and Inventions Agreement • March 1st, 2018 • Etsy Inc • Services-business services, nec • New York
This letter (the “Agreement”) confirms the agreement between you and Etsy, Inc. (the “Company”) regarding the transition of your duties and responsibilities and separation from Etsy.
ContractAgreement • August 5th, 2021 • Etsy Inc • Services-business services, nec
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. NOTE: THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT HAVE BEEN MADE SOLELY FOR THE BENEFIT OF THE PARTIES THERETO AND SHOULD NOT BE RELIED ON BY ANY OTHER PERSON. IN ADDITION, SUCH REPRESENTATIONS AND WARRANTIES: (I) HAVE BEEN QUALIFIED BY DISCLOSURE SCHEDULES, (II) ARE SUBJECT TO THE MATERIALITY STANDARDS SET FORTH HEREIN, WHICH MAY DIFFER FROM WHAT MAY BE CONSIDERED TO BE MATERIAL BY INVESTORS, AND (III) WERE MADE ONLY AS OF THE DATE OF THE AGREEMENT OR SUCH OTHER DATE AS SPECIFIED THEREIN. ACCORDINGLY, INVESTORS AND SECURITY HOLDERS SHOULD NOT RELY ON THE REPRESENTATIONS AND WARRANTIES AS CHARACTERIZATIONS OF THE ACTUAL STATE OF FACTS. MOREOVER, INFORMATION CONCERNING
Etsy, Inc. $300,000,000 0% Convertible Senior Notes due 2023 Purchase AgreementPurchase Agreement • March 14th, 2018 • Etsy Inc • Services-business services, nec • New York
Etsy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of $300,000,000 principal amount of the Company’s 0% Convertible Senior Notes due 2023 (the “Firm Securities”) and, at the election of the Purchasers, up to an aggregate of $45,000,000 additional principal amount of such 0% Convertible Senior Notes due 2023 (the “Optional Securities”) as provided in Section 2(b). The Firm Securities and any Optional Securities that the Purchasers elect to purchase pursuant to Section 2 hereof are collectively called the “Securities.” The Securities will be convertible into cash, shares of the Company’s common stock, par value $0.001 per share (such shares, the “Underlying
WAIVER TO CREDIT AGREEMENTCredit Agreement • October 31st, 2019 • Etsy Inc • Services-business services, nec
WAIVER TO CREDIT AGREEMENT, dated as of September 18, 2019 (this “Waiver”), by and among ETSY, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and CITIBANK, N.A., as the administrative agent (the “Administrative Agent”).
STANDARD OFFICE/LOFT LEASE FORMAgreement • March 4th, 2015 • Etsy Inc • Services-business services, nec • New York
Agreement of Lease, made as of this 14th day of April, in the year 2009, by and between 55 WASHINGTON STREET LLC, a limited liability company, having a mailing address c/o Two Trees Management Co. LLC, 45 Main Street, Suite 602, Brooklyn, New York 11201, as landlord, (“Landlord”), and ETSY, INC., a Delaware corporation qualified to do business in the State of New York, having an address of 325 Gold Street, 6th Floor, Brooklyn, New York 11201, as tenant (“Tenant”).
ETSY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2015 • Etsy Inc • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as defined below), by and among ETSY, INC., a Delaware corporation (the “Company”), and the persons and entities, severally and not jointly, listed on the Schedule of Investors attached hereto as EXHIBIT A (each, an “Investor,” and collectively, the “Investors”).
May 4, 2017 Rachel Glaser [Delivered electronically] Dear Rachel, The letter agreement between you and Etsy, Inc. ("Etsy"), dated April 2, 2017 (the "letter agreement") is amended as follows:Etsy Inc • August 7th, 2017 • Services-business services, nec
