ARTICLE I DEFINITIONSSecurities Purchase Agreement • May 14th, 2002 • Exchange Applications Inc • Services-computer integrated systems design • New York
ARTICLE I DEFINITIONSSecurity Agreement • May 14th, 2002 • 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
EXECUTION COPY EXCHANGE APPLICATIONS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 1998 • Exchange Applications Inc • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 1998 • Exchange Applications Inc • Services-computer integrated systems design
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
RECITALSSecurity Agreement • September 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
RECITALSConsulting Agreement • July 22nd, 1998 • Exchange Applications Inc • Massachusetts
EXHIBIT 99.21 ------------- FIRST LOAN MODIFICATION AGREEMENT This First 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 • August 14th, 2001 • Exchange Applications Inc • Services-computer integrated systems design
EXHIBIT A --------- 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...Exhibit 99 • June 11th, 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 (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 NOTE ARE ENTITLED TO THE BENEFITS THEREOF.
EXHIBIT 10.37 ------------- 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...Employment Agreement • October 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
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...Exchange Applications Inc • July 22nd, 1998 • 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...Stockholders Agreement • July 22nd, 1998 • Exchange Applications Inc • New York
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
among:Agreement and Plan of Merger and Reorganization • April 17th, 2000 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
AMONGRegistration Rights Agreement • September 17th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • New York
Common StockExchange Applications Inc • December 7th, 1998 • Services-computer integrated systems design • Maryland
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
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
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
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...Exchange Applications Inc • May 10th, 1999 • Services-computer integrated systems design • Maryland
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,...Second Loan Modification Agreement • October 12th, 2001 • Exchange Applications Inc • Services-computer integrated systems design
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
1 EXHIBIT 10.10 =============================================================== ================= EXCHANGE APPLICATIONS, INC. SECURITIES PURCHASE AGREEMENT DECEMBER 4, 1997Securities Purchase Agreement • July 22nd, 1998 • Exchange Applications Inc • Delaware
Exhibit 10.18 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS AGREEMENT is entered into as of November 15, 1996 by and between Grant & Partners Limited Partnership, a Delaware limited partnership ("GPLP"), and Exchange Applications, Inc., a Delaware...Assignment and Assumption Agreement • November 13th, 1998 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
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
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
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...Letter Agreement • July 22nd, 1998 • Exchange Applications Inc • Massachusetts
RECITALSConsulting Agreement • November 13th, 1998 • Exchange Applications Inc • Services-computer integrated systems design • 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...Added Reseller Agreement • March 30th, 2000 • Exchange Applications Inc • Services-computer integrated systems design • New York
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan • July 12th, 2000 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
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
EXHIBIT 99.9 ------------ SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: EXCHANGE APPLICATIONS, INC. D/B/A XCHANGE, INC. ADDRESS: ONE LINCOLN PLAZA 89 SOUTH STREET BOSTON, MASSACHUSETTS 02110 AND BORROWER: EXSTATIC SOFTWARE, INC., FORMERLY...Loan and Security Agreement • May 15th, 2001 • Exchange Applications Inc • Services-computer integrated systems design • California
Exhibit 2 --------------------------------------------------------------------- ----------- AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger And • September 1st, 1999 • Exchange Applications Inc • Services-computer integrated systems design • Massachusetts
