EXHIBIT 1.1 ____________ Shares DRUGSTORE.COM, INC. COMMON STOCK ($0.001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT July ___, 1999Underwriting Agreement • May 19th, 1999 • Drugstore Com Inc • New York
LOGO] drugstore.com(TM) AMENDMENT NO. 1 TO AGREEMENT BETWEEN WELLPOINT HEALTH NETWORKS, INC. AND DRUGSTORE.COM, INC. This Amendment No.1, dated as of June 29, 2001(the "Amendment"), is made to the Agreement, dated June 23, 2000, between WellPoint...Agreement • November 14th, 2001 • Drugstore Com Inc • Retail-drug stores and proprietary stores
EXHIBIT 10.1 DRUGSTORE.COM, INC. ------------------- STOCK PURCHASE AGREEMENT ------------------------Stock Purchase Agreement • September 6th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
EXHIBIT 10.1 LEASE AGREEMENT IRE No.: 334090 LANDLORD: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY TENANT: DS DISTRIBUTION, INC. Date: August 30, 1999 Property: 407 Heron Drive Building A, The Gateway Buildings Pureland Industrial Complex Logan...Lease Agreement • November 2nd, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • New Jersey
EXHIBIT 4.4 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT AND THE...Warrant Agreement • September 6th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
A. The Company and Amazon.com, Inc. ("Amazon.com") have entered into ---------- a letter agreement (the "Letter Agreement"), a copy of which is attached as ---------------- Exhibit B hereto, pursuant to which the Company will sell to Amazon.com and...Investors' Rights Agreement • July 20th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores
Exhibit 1.1 6,020,000 Shares DRUGSTORE.COM, INC. COMMON STOCK ($0.0001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT March __, 2000Underwriting Agreement • February 28th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • New York
EXHIBIT 10.4 DRUGSTORE.COM, INC. RESTRICTED STOCK PURCHASE AGREEMENT -----------------------------------Restricted Stock Purchase Agreement • May 19th, 1999 • Drugstore Com Inc • California
EXHIBIT AJoint Filing Agreement • December 18th, 2003 • Drugstore Com Inc • Retail-drug stores and proprietary stores
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
EXHIBIT 10.2 DRUGSTORE.COM, INC. ------------------- PREFERRED STOCK PURCHASE AGREEMENT ----------------------------------Preferred Stock Purchase Agreement • September 6th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
AGREEMENT ---------Voting Agreement • February 9th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
DRUGSTORE.COM, INC. FOURTH AMENDED AND RESTATED VOTING AGREEMENT --------------------------------------------Voting Agreement • July 20th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
SUNSET NORTH BELLEVUE, WASHINGTONOffice Lease Agreement • February 9th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
This Series A Preferred Stock Purchase Agreement (the "Agreement") is made --------- as of June 22, 1998 by and between DrugStore.com, a Delaware corporation (the "Company"), and the investors listed on Exhibit A attached hereto (each a -------...Series a Preferred Stock Purchase Agreement • May 19th, 1999 • Drugstore Com Inc • California
b) Subject to the terms and conditions of this Agreement, each Purchaser severally agrees to purchase and the Company agrees to sell and issue to each Purchaser that number of shares of Series B Preferred Stock listed opposite such Purchaser's name on...Series B Preferred Stock Purchase Agreement • May 19th, 1999 • Drugstore Com Inc • California
AGREEMENT ---------Governance Agreement • June 28th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2009 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 5, 2009 (the “Effective Date”) by and among (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”), and (ii) DRUGSTORE.COM, INC., a Delaware corporation, and each of the other Persons listed as “Borrower” on the signature pages hereto (individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
b) Subject to the terms and conditions of this Agreement, each of the Purchasers agrees to purchase and the Company agrees to sell and issue to such Purchaser that number of shares of Series E Preferred Stock, par value $0.001, of the Company, listed...Series E Preferred Stock Purchase Agreement • June 28th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
PERFORMANCE GUARANTEE OF AMAZON.COM, INC. ---------------------------------------- Amazon.com, Inc. ("Amazon.com") hereby guarantees the full performance of all obligations of Amazon.com Commerce Services, Inc. ("ACI") pursuant to the Agreement, dated...Performance Guarantee • February 9th, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores
EXHIBIT 10.16 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH PORTIONS ARE INDICATED BY AN ASTERISK (*). THIS NON-PUBLIC INFORMATION HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE...Supply and Services Agreement • July 26th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Texas
AGREEMENT AND PLAN OF MERGER among WALGREEN CO., DOVER SUBSIDIARY, INC. and drugstore.com, inc. Dated as of March 23, 2011Agreement and Plan of Merger • March 24th, 2011 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 23, 2011, is by and among Walgreen Co., an Illinois corporation (“Parent”), Dover Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and drugstore.com, inc., a Delaware corporation (the “Company”).
FOURTH ADDENDUM TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • October 2nd, 2000 • Drugstore Com Inc • Retail-drug stores and proprietary stores
RxAMERICA PHARMACY SERVICES AGREEMENTPharmacy Services Agreement • July 26th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Utah
EXHIBIT 10.12 DRUGSTORE.COM, INC. FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT May 19, 1999 TABLE OF CONTENTSInvestors' Rights Agreement • July 8th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • California
ASSET PURCHASE AGREEMENT by and among DS PHARMACY, INC. DRUGSTORE.COM, INC., BIOSCRIP, INC. and BIOSCRIP PHARMACY SERVICES, INC. Dated as of May 5, 2010Asset Purchase Agreement • August 13th, 2010 • Drugstore Com Inc • Retail-drug stores and proprietary stores • New York
proceeding, inquiry or investigation pending or, to the knowledge of Seller and Stockholder, threatened against or affecting Seller before any Governmental Authority which seeks to restrain, prohibit or otherwise challenge the execution and delivery of this Agreement or any of the Transaction Documents, the performance by Seller of its obligations hereunder or thereunder, or the consummation, legality or validity of any of the transactions contemplated hereby or thereby.
SUB-SUBLEASE AGREEMENTSub-Sublease Agreement • November 5th, 2004 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
THIS SUB-SUBLEASE AGREEMENT (this “Sub-Sublease”) is entered into, effective as of May 1, 2004 (the “Effective Date”), by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“Sub-Sublandlord”), and DRUGSTORE.COM, INC., a Delaware corporation (“Sub-Subtenant”). This Sub-Sublease is dated, for reference purposes only, as of August 16, 2004 (the “Reference Date”).
drugstore.com Site" means the site currently located at www.drugstore.com ------------------ (and any successor site, Mirror site or sites of any wholly owned Affiliate). "Effective Date" means the date of the consummation of the purchase by...Main Agreement • June 28th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Delaware
DRUGSTORE.COM, INC. AMENDMENT TO DAWN LEPORE OFFER LETTEROffer Letter Amendment • March 18th, 2011 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
This amendment (the “Amendment”) is made by and between Dawn Lepore (“Executive”) and drugstore.com inc., a Delaware corporation (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on December 31, 2010.
AGREEMENT ---------Agreement • November 14th, 2001 • Drugstore Com Inc • Retail-drug stores and proprietary stores • California
DRUGSTORE.COM, INC. RESTRICTED STOCK AGREEMENT- NOTICE OF GRANTRestricted Stock Agreement • October 7th, 2008 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company’s 2008 Equity Incentive Plan (the “Plan”).
EXHIBIT 10.14 AMENDED AND RESTATED TECHNOLOGY LICENSE AND ADVERTISING AGREEMENT This Agreement amends and restates in its entirety the Technology License and Marketing Agreement dated as of August 10, 1998, and entered into by and among: Amazon.com,...Technology License and Advertising Agreement • July 26th, 1999 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
ONE BELLEVUE CENTER BELLEVUE, WASHINGTON OFFICE LEASE AGREEMENT BETWEEN EOP- NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“LANDLORD”) AND DRUGSTORE.COM, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • November 5th, 2004 • Drugstore Com Inc • Retail-drug stores and proprietary stores
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 16th day of August, 2004, by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”), and DRUGSTORE.COM, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of this Lease: Exhibit A-1 (Outline and Location of Premises), Exhibit A-2 (Legal Description), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions); Exhibit G (Form of Letter of Credit); Exhibit H (Outline and Location of Generator Area); Exhibit I (Outline and Location of Storage Space); Exhibit J-1 (Detailed Space Plan, with architectural specifications attached as schedule 1 attached thereto); Exhibit J-2 (Specifications Letter, with schedules 1 through 5 attached thereto); and Exhibit K (Description of Base Building Improvements).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 2nd, 2005 • Drugstore Com Inc • Retail-drug stores and proprietary stores • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 1, 2005 by and among drugstore.com, inc., a Delaware corporation (the “Company”), and Ziff Asset Management, L.P. (the “Investor”).
DRUGSTORE.COM, INC. CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 18th, 2011 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
This Change in Control Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and drugstore.com, inc. (the “Company”), effective as of January 26, 2009 (the “Effective Date”).
DRUGSTORE.COM, INC. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • November 6th, 2009 • Drugstore Com Inc • Retail-drug stores and proprietary stores • Washington
