VOTING AGREEMENTVoting Agreement • March 26th, 2001 • Digital River Inc /De • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
TABLE OF CONTENTS (CONTINUED)Asset Purchase Agreement • March 26th, 2001 • Digital River Inc /De • Services-computer integrated systems design • California
RECITALSAsset Purchase Agreement • September 8th, 2000 • Digital River Inc /De • Services-computer integrated systems design • Delaware
SPECIFIC LEASE PROVISIONSLease Agreement • March 30th, 2000 • Digital River Inc /De • Services-computer integrated systems design
Exhibit 99.2 DIGITAL RIVER, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE 1998 STOCK OPTION PLAN THIS AGREEMENT is made as of _________________, between DIGITAL RIVER, INC., a Delaware corporation (the "Company"), and ____________________ (the...Incentive Stock Option Agreement • November 10th, 1998 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
STOCK PURCHASE AGREEMENT by and between: DIGITAL RIVER, INC., a Delaware corporationStock Purchase Agreement • April 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
RECITALSIndemnity Agreement • June 12th, 1998 • Digital River Inc /De • Delaware
DIGITAL RIVER, INC. COMMON STOCK ($0.01 PAR VALUE)Underwriting Agreement • June 12th, 1998 • Digital River Inc /De • Maryland
RECITALSDigital River Inc /De • March 30th, 2000 • Services-computer integrated systems design • Minnesota
VOTING AGREEMENTVoting Agreement • July 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Delaware
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.Distributor Agreement • July 31st, 1998 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
RECITALSDigital River Inc /De • June 12th, 1998 • Minnesota
3,000,000 SHARESUnderwriting Agreement • November 30th, 1998 • Digital River Inc /De • Services-computer integrated systems design • Maryland
Terms of International Agreement: DT will enter into an agreement with CJS and DAT to have CJS and DAT oversee the establishment and running of a DR international operation ("DRI") to be based in the UK. The operations of DRI will be aimed at the...Heads of Agreement • June 12th, 1998 • Digital River Inc /De
SERVICES AGREEMENTServices Agreement • July 31st, 1998 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
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, 2014Agreement and Plan of Merger • October 24th, 2014 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware
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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
C. The terms and conditions of this Agreement, including the grant and/or exercise of the option granted hereby, are intended by the Optionor to be subject to any and all restrictions on the rights of the Optionor with respect to the Common Stock...Stock Option Agreement • July 15th, 1998 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
MONTHLY PERIOD BASE RENT ------ --------- 4/1/01-7/31/03 $31,186.80Lease • March 27th, 2001 • Digital River Inc /De • Services-computer integrated systems design
DIGITAL RIVER, INC.Registration Rights Agreement • July 13th, 2004 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • New York
Digital River, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Harris Nesbitt Corp. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 26, 2004 (the “Purchase Agreement”), $175,000,000 aggregate principal amount (plus up to an additional $20,000,000 principal amount) of its 1.25% Convertible Senior Notes due January 1, 2024 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated May 26, 2004. The Initial Securities will be issued pursuant to an Indenture, dated as of June 1, 2004 (the “Indenture”), among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Com
DIGITAL RIVER, INC. NONINCENTIVE STOCK OPTION AGREEMENT UNDER THE 1998 STOCK OPTION PLANNonincentive Stock Option Agreement • November 10th, 1998 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN DIGITAL RIVER, INC. AND WASSERSTEIN, ADELSON VENTURES, L.P.Form of Registration Rights Agreement • July 15th, 1998 • Digital River Inc /De • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger And • August 11th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENTManagement Lock-Up and Support Agreement • September 24th, 2012 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • British Columbia
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. NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 1999 STOCK OPTION PLAN THIS AGREEMENT is made as of _________________, between DIGITAL RIVER, INC., a Delaware corporation (the "Company'), and ___________________________ (the...Non-Qualified Stock Option Agreement • March 27th, 2001 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENTShareholder Lock-Up and Support Agreement • September 24th, 2012 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • British Columbia
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;
CHANGE OF CONTROL AND SEVERANCE AGREEMENT KEVIN L. CRUDDENChange of Control and Severance Agreement • March 10th, 2008 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Minnesota
This Agreement is made effective as of March 4, 2008 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 9625 W. 76th Street, Eden Prairie, MN 55344, and Kevin L. Crudden (the “Executive”).
CHANGE OF CONTROL AND SEVERANCE AGREEMENT THEODORE R. CAHALL, JR.Change of Control and Severance Agreement • February 27th, 2014 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Minnesota
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”).
SERIES B PREFERRED STOCK PURCHASE AGREEMENTSeries B Preferred Stock Purchase Agreement • November 15th, 2005 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware
This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”), and Digital River, Inc., a Delaware corporation (“Digital River”).
Digital River, Inc. (“Digital River”) and LML Acquisition Corp. (the “Purchaser”) and LML Payment Systems Inc. (the “Company”) ARRANGEMENT AGREEMENT September 21, 2012Arrangement Agreement • September 24th, 2012 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • British Columbia
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:
STANDSTILL AND STOCK RESTRICTION AGREEMENTStandstill and Stock Restriction Agreement • November 15th, 2005 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware
This STANDSTILL AND STOCK RESTRICTION AGREEMENT (the “Agreement”) is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”) and Digital River, Inc., a Delaware corporation (“Digital River”).
EMPLOYMENT AGREEMENT THOMAS M. DONNELLYEmployment Agreement • March 18th, 2011 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Minnesota
This Agreement is made effective as of March 16, 2011 between Digital River Inc., a Delaware corporation (the “Company”), with its principal administrative office at 9625 W. 76th Street, Eden Prairie, MN 55344, and Thomas M. Donnelly (the “Executive”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 15th, 2005 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware
This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”) and Digital River, Inc., a Delaware corporation (“Digital River”).
WITNESSETHFujitsu Modification Agreement • June 12th, 1998 • Digital River Inc /De • Minnesota
