ARTICLE I DEFINITIONSSecurities Purchase Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • New York
WARRANTWarrant Agreement • April 18th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
TERMINATION AGREEMENT (Feldman)Termination Agreement • November 13th, 1998 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
ARTICLE I DEFINITIONSSecurity Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • New York
EXHIBIT 99.15 THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR...Securities Purchase Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • New York
EXECUTION COPY EXCHANGE APPLICATIONS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 1998 • Exchange Applications Inc • Delaware
EXHIBIT 10.29 EMPLOYMENT AGREEMENT (this "Agreement"), dated as of August 22, 2001 (the "Effective Date"), between EXCHANGE APPLICATIONS, INC., a Delaware corporation, (the "Company") and Andrew Frawley (the "Executive"). The Company desires to employ...Employment Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • July 12th, 2000 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
Financing Documents August Debentures, August Warrant and this letter agreementSecurities Purchase Agreement • September 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
EXHIBIT 10.35 ------------- SECOND LOAN MODIFICATION AGREEMENT This Second Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of _______________, 2001, by and between SILICON VALLEY BANK, a California- chartered bank,...Loan Modification Agreement • October 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design
RECITALSSecurity Agreement • September 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
STOCK PURCHASE AND WAIVER AGREEMENT dated as of December 4, 1997 (this "Agreement"), among Exchange Applications, Inc., a Delaware corporation ("Exchange Applications"), Insight Venture Partners I, L.P., a Delaware limited partnership, Patrick D....Stock Purchase Agreement • July 22nd, 1998 • Exchange Applications Inc • New York
Common StockUnderwriting Agreement • December 7th, 1998 • Exchange Applications Inc • Services-computer integrated systems design • Maryland
RECITALSConsulting Agreement • July 22nd, 1998 • Exchange Applications Inc • Massachusetts
AMONGRegistration Rights Agreement • September 17th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
1 EXHIBIT 10.17 STANDARD FORM COMMERCIAL LEASE THIS INSTRUMENT IS A LEASE, dated as of November 15, 1997, in which the LESSOR and LESSEE are the parties hereinafter named, and which relates to space in the building (the "Building") located at 89 South...Commercial Lease • July 22nd, 1998 • Exchange Applications Inc • Massachusetts
1 EXHIBIT 10.16 STOCK PURCHASE AGREEMENT dated as of June 25, 1998 (this "Agreement"), among EXCHANGE APPLICATIONS, INC., a Delaware corporation ("Exchange Applications"), INSIGHT CAPITAL PARTNERS II, L.P., a Delaware limited partnership (the...Stock Purchase Agreement • July 22nd, 1998 • Exchange Applications Inc • New York
EXHIBIT B --------- THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE...Warrant Agreement • June 11th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT IS SUBJECT TO THE TERMS AND PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT") AMONG EXCHANGE APPLICATIONS, INC. AND THE PURCHASERS THEREIN, DATED AS OF JUNE 1, 2001, AS AMENDED FROM TIME TO TIME, AND THE HOLDERS OF THIS WARRANT ARE ENTITLED TO THE BENEFITS THEREOF.
1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), made as of the 15th day of November, 1996, is entered into by Exchange Applications, Inc., a Delaware corporation with its principal place of business at 695 Atlantic...Employment Agreement • July 22nd, 1998 • Exchange Applications Inc • Massachusetts
FILING AGREEMENT BETWEEN BOSTON PIPES, LLC AND JACOB GOLDFIELD The undersigned hereby agree that the Schedule 13D with respect to the Common Stock, $.001 par value, of Exchange Applications, Inc. dated of even date herewith is and shall be filed on...Filing Agreement • September 17th, 2001 • Exchange Applications Inc • Services-computer integrated systems design
EXHIBIT 99.11 ----------------------------------------------------------------- --------------- SILICON VALLEY BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BORROWER: EXCHANGE APPLICATIONS, INC. D/B/A XCHANGE, INC. ADDRESS: ONE LINCOLN PLAZA...Loan and Security Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • California
EXHIBIT 99.2 ------------ THIS NOTE AND THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE...Securities Purchase Agreement • April 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
THIS NOTE AND THE SECURITIES REPRESENTED BY THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR IF THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO THE TERMS AND PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT AMONG EXCHANGE APPLICATIONS, INC. AND THE PURCHASERS THEREIN, DATED AS OF FEBRUARY 20, 2001, AS AMENDED FROM TIME TO TIME, AND IS ENTITLED TO THE BENEFITS THEREOF.
FIRST AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENT This Amendment No. 1 (the "Amendment No. 1") to the Accounts Receivable Financing Agreement is entered into as of August 15, 2002, by and between SILICON VALLEY BANK, a California-chartered...Accounts Receivable Financing Agreement • August 19th, 2002 • Exchange Applications Inc • Services-computer integrated systems design
1 Exhibit 1 THIS DEBENTURE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS DEBENTURE MAY NOT BE SOLD OR...Debenture Agreement • September 17th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
4- 5 Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any...Underwriting Agreement • May 10th, 1999 • Exchange Applications Inc • Services-computer integrated systems design • Maryland
1 EXHIBIT 10.10 =============================================================== ================= EXCHANGE APPLICATIONS, INC. SECURITIES PURCHASE AGREEMENT DECEMBER 4, 1997Securities Purchase Agreement • July 22nd, 1998 • Exchange Applications Inc • Delaware
GLOBAL NOTE THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD OR OTHERWISE...Securities Purchase Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • New York
RECITALSConsulting Agreement • November 13th, 1998 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 99.4 ------------ AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF FEBRUARY 20, 2001,Registration Rights Agreement • April 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
Exhibit 2 --------------------------------------------------------------------- ----------- AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • September 1st, 1999 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.18 ------------- December 15, 2000 --------------------- [Name of Employee] You are executing this agreement because you have agreed to participate in the Exchange Applications, Inc. (the "Company") stock option exchange program. You hereby...Stock Option Exchange Agreement • April 18th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
December 22, 1997 Fleet National Bank 75 State Street Boston, MA 02109 Gentlemen: This letter agreement will set forth certain understandings between Exchange Applications, Inc., a Delaware corporation (the "Borrower") and Fleet National Bank (the...Revolving Loan Agreement • July 22nd, 1998 • Exchange Applications Inc • Massachusetts
ARTICLE I.Payment and Registration Rights Agreement • March 30th, 2000 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.22 ------------- [LOGO] EXCHANGE APPLICATIONS ---------------------- ---------------------------------------------------------- VALUE-ADDED RESELLER AGREEMENT This Agreement, made as of December 28, 1999 (the "Effective Date"), by and...Value-Added Reseller Agreement • March 30th, 2000 • Exchange Applications Inc • Services-computer integrated systems design • New York
EXHIBIT 10.31 ----------------------------------------------------------------- --------------- SOFTWARE MARKETING AGREEMENT This Agreement, made as of this ____________ day of ________________, 1997 ("the Effective Date"), by and between Exchange...Software Marketing Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
