Standard Contracts
ROWECOM INC.Warrant Agreement • September 14th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • New York
Investment inShare Purchase Agreement • December 11th, 1998 • Rowecom Inc • Ontario
by and between RoweCom, Inc. as "Seller" andPurchase and Sale Agreement • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • July 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Delaware
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
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.Underwriting Agreement • February 10th, 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
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
Exhibit 2 ------- - STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 22nd, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • New Jersey
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.Warrant Agreement • September 14th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • New York
IMPERIAL BANK Member FDIC LOAN AGREEMENTLoan Agreement • December 11th, 1998 • Rowecom Inc • California
EXHIBIT 10.12 EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 11th, 1998 • Rowecom Inc • Massachusetts
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
EXHIBIT 10.33 REVOLVING NOTE $35,000,000.00 Dated as of: December 14, 1999 Chicago, Illinois Due: May 31, 2000 FOR VALUE RECEIVED, the undersigned, The Turner Subscription Agency, Incorporated, a Delaware corporation ("Turner"), McGregor Subscription...Revolving Note • March 16th, 2000 • Rowecom Inc • 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
IMPERIAL BANK Member FDICGeneral Security Agreement • December 11th, 1998 • Rowecom Inc • California
STOCK PURCHASE WARRANTWarrant Agreement • December 11th, 1998 • Rowecom Inc • Delaware
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
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
EXHIBIT 10.16 ELECTRONIC COMMERCE REFERRAL AND REVENUE SHARING AGREEMENTReferral Agreement • December 11th, 1998 • Rowecom Inc • New York
LEASELease • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
STOCK PURCHASE WARRANTWarrant Agreement • December 11th, 1998 • Rowecom Inc • Delaware
NOTE PURCHASE AGREEMENT -------------Note Purchase Agreement • April 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses • Massachusetts
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
AGREEMENT The Registrant hereby agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule to the Agreement and Plan of Merger and Reorganization, dated as of July 6, 2001, among divine, inc., Knowledge Resources...Agreement and Plan of Merger and Reorganization • July 17th, 2001 • Rowecom Inc • Retail-catalog & mail-order houses
The Registrant hereby agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule to the Agreement and Plan of Merger and Reorganization, dated as of July 6, 2001, among divine, inc., Knowledge Resources Acquisition Corp., and the Registrant.
COMMERCE ONE SUPPLIER AGREEMENTSupplier Agreement • August 13th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • California
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,...Agreement for Purchase of Shares • November 15th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • Queensland
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...Corporate Guaranty • March 16th, 2000 • Rowecom Inc • Retail-catalog & mail-order houses • Illinois
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
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 Co-Marketing Agreement • February 10th, 1999 • Rowecom Inc • Retail-catalog & mail-order houses • New York
