by and between RoweCom, Inc. as "Seller" andPurchase and Sale Agreement • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
Investment inShare Purchase Agreement • December 11th, 1998 • Rowecom Inc • Ontario
STOCK PURCHASE WARRANTRowecom Inc • December 11th, 1998 • Delaware
ARTICLE 1 INTERPRETATION 2 1.1 Defined Terms 2 1.2 Gender and Number 7 1.3 Headings, Etc. 7 1.4 Currency 7 1.5 Severability 7 1.6 Entire Agreement 8 1.7 Amendments 8 1.8 Waiver 8 1.9 Governing Law 8 1.10 Inclusion 8 1.11 Accounting Terms 8 1.12...Stock Purchase Agreement • February 10th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
ROWECOM INC.Rowecom Inc • September 14th, 2000 • Retail-catalog & mail-order houses • New York
EXHIBIT 99.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 13, 1999, by and among RoweCom Inc., a Delaware corporation with headquarters located at 725 Concord Avenue, Cambridge, Massachusetts...Registration Rights Agreement • October 14th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • New York
ROWECOM INC. SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENTStockholders' Agreement • February 10th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
C. The Buyers wish to purchase, upon the terms and conditions stated in this Agreement, (i) Convertible Notes in an aggregate principal amount of up to $20,000,000 in the respective amounts set forth opposite each Buyer's name on the Schedule of...Securities Purchase Agreement • October 14th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • New York
ROWECOM INC.Underwriting Agreement • February 10th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.41 LOAN AND SECURITY AGREEMENT Dated January 31, 2001 IN FAVOR OF DAWSON, INC., THE FAXON COMPANY, INC., THE TURNER SUBSCRIPTION AGENCY, INCORPORATED, MCGREGOR SUBSCRIPTION SERVICE, INC., CORPORATE SUBSCRIPTION SERVICES INC., AND DAWSON...Loan and Security Agreement • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
BD LLP Draft 11/29/99 FIRST AMENDMENT TO LEASE This First Amendment to Lease (the "Amendment") is dated as of December __ 1999, between Western Properties Master LLC, a Delaware limited liability company ("Landlord") and Rowecom Inc., a Delaware...Lease • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses
Exhibit 2 ------- - STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 22nd, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • New Jersey
EXHIBIT 10.37 AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO $35,000,000.00 REVOLVING CREDIT FACILITY TO THE TURNER SUBSCRIPTION AGENCY, INCORPORATED, MCGREGOR SUBSCRIPTION SERVICE, INC., AND THE FAXON COMPANY, INC. AMERICAN NATIONAL BANK AND...Loan and Security Agreement • March 16th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • Illinois
IMPERIAL BANK Member FDIC LOAN AGREEMENTLoan Agreement • December 11th, 1998 • Rowecom Inc • California
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of September 12, 2000, among RoweCom Inc., a Delaware corporation (the "COMPANY"), and the investors signatory hereto (each such investor...Registration Rights Agreement • September 14th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.15 FORM OF NONCOMPETITION AGREEMENTNoncompetition Agreement • December 11th, 1998 • Rowecom Inc • Delaware
LEASERowecom Inc • April 17th, 2001 • Retail-catalog & mail-order houses • Massachusetts
Agreement for Purchase of Shares Alfred Jacob Gans Ashcliff Pty Ltd (ACN 057 727 198) as trustee for the AJ Gans Children's Trust ("Vendors") RoweCom, Inc. ("Purchaser") Liliane Gans ("Covenantor") Mallesons Stephen Jaques Solicitors Level 30,...Rowecom Inc • November 15th, 1999 • Retail-catalog & mail-order houses • Queensland
and - ROWECOM INC. - and - THE VENDORS - and -Rowecom Inc • October 18th, 1999 • Retail-catalog & mail-order houses
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • July 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Delaware
ROWECOM INC. 7% CONVERTIBLE DEBENTURE DUE SIX MONTHS FROM THE DATE OF ISSUANCERowecom Inc • September 14th, 2000 • Retail-catalog & mail-order houses
EXHIBIT 10.11 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of this 11th day of December, 1998, by and among RoweCom Inc., a corporation...Registration Rights Agreement • February 10th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
EXHIBIT 10.12 EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 11th, 1998 • Rowecom Inc • Massachusetts
IMPERIAL BANK Member FDICGeneral Security Agreement • December 11th, 1998 • Rowecom Inc • California
EXHIBIT 10.34 ROWECOM CORPORATE GUARANTY This Corporate Guaranty (this "Guaranty") is executed and delivered as of December 14, 1999, by RoweCom Inc., a Delaware corporation ("Guarantor"), to American National Bank and Trust Company of Chicago, a...Rowecom Inc • March 16th, 2000 • Retail-catalog & mail-order houses • Illinois
EXHIBIT 10.36 ENVIRONMENTAL INDEMNITY AGREEMENT THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "AGREEMENT") is made as of December 14, 1999, by The Faxon Company, Inc., a Delaware corporation having an address at 15 Southwest Park, Westwood,...Environmental Indemnity Agreement • March 16th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • Illinois
STOCK PURCHASE WARRANTRowecom Inc • December 11th, 1998 • Delaware
EXHIBIT 10.38 Bank of America [LOGO] GENERAL SERVICES AGREEMENT Agreement Number: Effective Date: September 1, 1999 Expiration Date: September 1, 2002 Supplier Name: RoweCom, Inc. Supplier Address: 725 Concord Avenue Cambridge, Massachusetts 02138...General Services Agreement • March 16th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • North Carolina
NOTE PURCHASE AGREEMENT -------------Note Purchase Agreement • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
handwritten] Exhibit 10.45 [handwritten] To the attention of Mr. P. Burmeister MEMORANDUM OF UNDERSTANDING BY AND BETWEEN: The company ROWECOM France, a French simplified corporation, with capital of 2,400,000 francs, with registered offices at rue de...Rowecom Inc • April 17th, 2001 • Retail-catalog & mail-order houses
THIS AGREEMENT (AGREEMENT) is dated as of the 28th day of September 1998 (the EFFECTIVE DATE), by and between ROWECOM INC. ("RCI"), a Delaware --- corporation, and NEWSUB SERVICES, INC. ("NSS"), a Connecticut corporation. --- PREAMBLE --------Content And • February 10th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • New York
STRATEGIC ALLIANCE AND MARKETING AGREEMENT This Strategic Alliance and Marketing Agreement (the "Agreement") is made as of this 13 day of January, 2000 (the "Effective Date") by and between ABSOLUTE BACKORDER SERVICE INC., a Delaware corporation...Strategic Alliance and Marketing Agreement • May 15th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
AMENDMENT NO. 2 TO MARKETING AND INTEGRATION AGREEMENTMarketing and Integration Agreement • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses
II ARTICLE REPRESENTATIONS AND WARRANTIESConvertible Debenture Purchase Agreement • September 14th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.9 Confidentiality, Developments, and Non-Competition Agreement 11/25/98 CONFIDENTIALITY, DEVELOPMENTS, AND NON-COMPETITION AGREEMENT This Agreement is made in consideration of my initial or continued employment or consulting relationship...Non-Competition Agreement • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
