CREDIT AGREEMENT dated as of June 28, 2016 among COMMERCE TECHNOLOGIES, INC. (to be merged into Commerce Technologies, LLC) Holdings Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL...Credit Agreement • July 14th, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
CREDIT AGREEMENT (this “Agreement”), dated as of June 28, 2016, among COMMERCE TECHNOLOGIES, INC., HOLDINGS from time to time party hereto that joins this Agreement in accordance with Section 4.03, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, SUNTRUST BANK and KEYBANK NATIONAL ASSOCIATION, as Co-Syndication Agents.
TAX SHARING AGREEMENT BETWEEN LIBERTY INTERACTIVE CORPORATION AND COMMERCEHUB, INC.Tax Sharing Agreement • July 26th, 2016 • CommerceHub, Inc. • Services-prepackaged software • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 22, 2016, between Liberty Interactive Corporation, a Delaware corporation (“Distributing”), and CommerceHub, Inc., a Delaware corporation (“Spinco”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 14th, 2016 • CommerceHub, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this [ ] day of [ ], by and between CommerceHub, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
REORGANIZATION AGREEMENT between LIBERTY INTERACTIVE CORPORATION and COMMERCEHUB, INC. Dated as of July 15, 2016Reorganization Agreement • July 26th, 2016 • CommerceHub, Inc. • Services-prepackaged software • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of July 15, 2016, is entered into by and between LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (“LIC”), and COMMERCEHUB, INC., a Delaware corporation (“Spinco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
ZEN BuildingRelease and Separation Agreement • April 27th, 2018 • CommerceHub, Inc. • Services-prepackaged software • Washington
This is a Release and Separation Agreement (the “Agreement”) between Bill Kong (hereinafter, “Employee” “you” or “your”) and Commerce Technologies, LLC, as successor to Commerce Technologies, Inc. (“CommerceHub” and, together with each of its direct or indirect parents, subsidiaries and affiliates, the “Company Entities”). In addition, see Exhibit A to this Agreement, which is attached and incorporated herein by reference, for certain important information that you should consider in connection with this Agreement. This Agreement will become effective only if you execute and deliver a signed copy of this Agreement by email PDF to CommerceHub’s Human Resources Department as provided in Section 15 below not later than forty-five (45) days following the date set forth above, CommerceHub countersigns it, and the Revocation Period specified in Section 15 below expires without you revoking this Agreement (such conditions, collectively, the “Effectiveness Conditions”).
LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENTStock Option Agreement • March 1st, 2018 • CommerceHub, Inc. • Services-prepackaged software
This Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Michael Trimarchi (the “Awardee”).
AMENDMENT TO OFFER LETTEROffer Letter • April 27th, 2018 • CommerceHub, Inc. • Services-prepackaged software • New York
This Amendment to Offer Letter (this “Amendment”) is entered into effective as of July 20, 2016 (the “Effective Date”), by and between Commerce Technologies, Inc., a New York corporation (the “Company”), and John Hinkle, an individual (“Employee”).
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • March 9th, 2018 • CommerceHub, Inc. • Services-prepackaged software • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 5, 2018 by and among Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and CommerceHub, Inc., a Delaware corporation (the “Company”).
COMMERCEHUB, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 1st, 2018 • CommerceHub, Inc. • Services-prepackaged software • New York
THIS RESTRICTED STOCK UNIT AGREEMENT (including Schedule I hereto, this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between CommerceHub, Inc. (the “Company”) and the grantee set forth on Schedule I hereto (the “Grantee”), in respect of an Award of Restricted Stock Units granted by the Plan Administrator (as defined on Schedule I hereto) or its delegate as set forth in this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 14th, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
This Executive Employment Agreement (this “Agreement”), dated effective as of June 28, 2016 (the “Effective Date”), is made by and between Commerce Technologies, Inc., a New York corporation (the “Company” or “Employer”), and Francis Poore (the “Executive”).
This is a Release and Separation Agreement (the “Agreement”) between Mark Greenquist (hereinafter, “Employee,” “you” or “your”) and Commerce Technologies, LLC, as successor to Commerce Technologies, Inc. (“CommerceHub” and, together with each of its...Release and Separation Agreement • March 1st, 2018 • CommerceHub, Inc. • Services-prepackaged software • New York
This Agreement confirms that your employment with CommerceHub will terminate effective December 31, 2017 (the “Date of Termination”), however, although you will no longer serve as Chief Financial Officer of CommerceHub or its parent entity effective as of the date on which your successor is appointed or, if sooner, the Date of Termination. You and CommerceHub wish to conclude your employment relationship on an amicable basis. Accordingly, for good and valuable consideration as provided for in this Agreement, and intending to be legally bound, you and CommerceHub agree as follows:
LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT [Relating to Conversion of Existing SARs]Stock Option Agreement • July 14th, 2016 • CommerceHub, Inc. • Services-prepackaged software
This Stock Option Agreement (the “Option Agreement”), dated as of the day of (the “Grant Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and (the “Awardee”).
SERVICES AGREEMENTServices Agreement • July 26th, 2016 • CommerceHub, Inc. • Services-prepackaged software • Colorado
SERVICES AGREEMENT (this “Agreement”), dated as of July 22, 2016, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and CommerceHub, Inc., a Delaware corporation (“CH Parent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2017 • CommerceHub, Inc. • Services-prepackaged software • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of this 20th day of July, 2016 (the “Agreement”), by and between Commerce Technologies, Inc., a New York corporation with its principal place of business at 201 Fuller Rd, 6th Floor, Albany, NY 12203 (the “Company”) and Richard Jones, an individual residing at [redacted] (“Employee”).
VOTING AGREEMENTVoting Agreement • March 9th, 2018 • CommerceHub, Inc. • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2018, by and among Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), solely for purposes of Sections 4, 5 and 9 hereof, CommerceHub, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (“Holder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 8, 2015 (the “Agreement”), by and between Commerce Technologies, Inc., a New York corporation with its principal place of business at 255 Fuller Road, Albany, NY 12203 (the “Company”) and Eric Best, an individual residing at (“Executive”) amends and restates, and supersedes in all respects, all prior agreements between Executive and the Company, including Mercent Corporation (“Mercent”) and any other direct or indirect predecessor company to the Company or Mercent, including without limitation, that certain Employment Agreement between Executive and Mercent dated December 26, 2007 (the “2007 Agreement” and, collectively with all other such prior agreements, the “Prior Agreements”).
PERSONAL AND CONFIDENTIAL April 18, 2016 Robert Marro [Address]A Release and Separation Agreement • June 28th, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
This is a Release and Separation Agreement (the “Agreement”) between Robert Marro (“Employee,” “you” or “your”) and Commerce Technologies, Inc. (“CommerceHub” and, together with its successors, parent entities, subsidiaries and affiliates, the “Company Entities”).
FORM OF SERVICES AGREEMENTForm of Services Agreement • July 14th, 2016 • CommerceHub, Inc. • Services-prepackaged software • Colorado
SERVICES AGREEMENT (this “Agreement”), dated as of [·], 2016, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and CommerceHub, Inc., a Delaware corporation (“CH Parent”).
LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENT [Relating to Conversion of New SARs]Stock Option Agreement • July 14th, 2016 • CommerceHub, Inc. • Services-prepackaged software
This Stock Option Agreement (the “Option Agreement”), dated as of the day of 2016 (the “Grant Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Francis Poore (the “Awardee”).
JOINDER AGREEMENTJoinder Agreement • August 22nd, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of July 22, 2016, is entered into between COMMERCEHUB, INC., a Delaware corporation (the “New Loan Party”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties under that certain Credit Agreement, dated as of June 28, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Commerce Technologies, LLC, a Delaware limited liability company (as successor by merger to Commerce Technologies, Inc., a New York corporation) (the “Borrower”), the lenders from time to time party thereto, and the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.
FORM OF COMMERCEHUB, INC. LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENTStock Option Agreement • April 27th, 2018 • CommerceHub, Inc. • Services-prepackaged software
This Stock Option Agreement (the “Option Agreement”), dated as of the day of 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and (the “Awardee”).
COMMERCEHUB, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 8th, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
THIS NONQUALIFIED STOCK OPTION AGREEMENT (including Schedule I hereto, this “Agreement”) is made as of the date set forth on Schedule I hereto (the “Grant Date”), by and between CommerceHub, Inc. (the “Company”) and the grantee set forth on Schedule I hereto (the “Grantee”), in respect of an Award of Options granted by the Plan Administrator (as defined on Schedule I hereto) as set forth in this Agreement.
LEGACY STOCK APPRECIATION RIGHTS PLAN FORM OF STOCK OPTION AGREEMENTStock Appreciation Rights Plan • May 9th, 2017 • CommerceHub, Inc. • Services-prepackaged software
This Stock Option Agreement (the “Option Agreement”), dated as of the 21st day of July 2016 (the “Conversion Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and Richard Jones (the “Awardee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
EMPLOYMENT AGREEMENT, dated as of this 21st day of February, 2007 (the “Agreement”), by and between Commerce Technologies, Inc. a New York corporation with its principal place of business at 255 Fuller Road, Albany, NY 12203 (the “Company”) and Bob Marro, an individual residing at (“Executive”).
COMMERCE TECHNOLOGIES, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 28th, 2016 • CommerceHub, Inc. • Services-prepackaged software • New York
This Nonqualified Stock Option Agreement (the “Option Agreement”), dated as of the day of , 20 (the “Effective Date”), is between Commerce Technologies, Inc., a New York corporation (the “Corporation”), and (the “Optionee”), an employee of the Corporation or of a parent or subsidiary of the Corporation (a “Related Company”).
LEGACY STOCK APPRECIATION RIGHTS PLAN STOCK OPTION AGREEMENTStock Option Agreement • July 14th, 2016 • CommerceHub, Inc. • Services-prepackaged software
This Stock Option Agreement (the “Option Agreement”), dated as of the day of 2016 (the “Grant Date”), is between CommerceHub, Inc., a Delaware corporation (the “Company”), and (the “Awardee”).
