SPS Commerce, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • New York
Thomas Weisel Partners LLC As representative of the Underwriters named in Schedule I hereto, c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, CA 94104
750,000 Shares SPS COMMERCE, INC. Common Stock UNDERWRITING AGREEMENT November 19, 2013Underwriting Agreement • November 20th, 2013 • SPS Commerce Inc • Services-prepackaged software • New York
SPS Commerce, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative an aggregate of 750,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional 112,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
SPS Commerce, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • November 12th, 2010 • SPS Commerce Inc • Services-prepackaged software • New York
Stifel, Nicolaus & Company, Incorporated As representative of the Underwriters named in Schedule I hereto, c/o Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700 San Francisco, CA 94104
SPS COMMERCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into as of , 2009 between SPS Commerce, Inc., a Delaware corporation (the “Company”), and Archie C. Black (“Indemnitee”).
SPS Commerce, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • June 9th, 2011 • SPS Commerce Inc • Services-prepackaged software • New York
Stifel, Nicolaus & Company, Incorporated As representative of the Underwriters named in Schedule I hereto, c/o Stifel, Nicolaus & Company, Incorporated One Montgomery Street, Suite 3700 San Francisco, CA 94104
SPS COMMERCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into as of , 2009 between SPS Commerce, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SPS COMMERCE, INC. Non-Statutory Stock Option Agreement Under the 2010 Equity Incentive Plan (Employee)Non-Statutory Stock Option Agreement • February 17th, 2012 • SPS Commerce Inc • Services-prepackaged software • Delaware
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached.
SPS COMMERCE, INC. 2010 EQUITY INCENTIVE PLAN Performance Stock Unit AgreementPerformance Stock Unit Agreement • February 21st, 2023 • SPS Commerce Inc • Services-prepackaged software • Delaware
In this example, the difference between the relevant PMPs (100% - 80%) is multiplied by a fraction whose numerator is the difference between the Company’s actual performance (22%) and the performance that corresponds to an 80% PMP (20%), and denominator is the amount of performance improvement that would increase the PMP from 80% to 100% (5 percentage points).
SPS COMMERCE, INC. REGISTRATION RIGHTS AGREEMENT (Amended and Restated April 10, 2007)Registration Rights Agreement • May 6th, 2011 • SPS Commerce Inc • Services-prepackaged software • Delaware
This Amended and Restated Registration Rights Agreement (“Agreement”) is entered into as of April 10, 2007 (the “Effective Date”), by and among SPS Commerce, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A (each an “Investor”) and the stockholders on Exhibit A (each a “Stockholder”).
SPS COMMERCE, INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 21st, 2023 • SPS Commerce Inc • Services-prepackaged software • Minnesota
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an award of restricted stock units (“Units”) to you, the Participant named below. The terms and conditions of this restricted stock unit Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
SPS COMMERCE, INC. Non-Statutory Stock Option Agreement Under the 2010 Equity Incentive Plan (Employee)Non-Statutory Stock Option Agreement • February 21st, 2023 • SPS Commerce Inc • Services-prepackaged software • Delaware
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached.
WARRANT TO PURCHASE SERIES B CONVERTIBLE PREFERRED STOCK OF SPS COMMERCE, INC. Void after *February 3, 2016Warrant Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • Delaware
This Notice of Adoption (“Adoption Notice”) is executed by the undersigned (the “Adopting Party”) pursuant to the terms of that certain Fourth Amended and Restated Voting and Co-Sale Agreement dated as of May 16, 2003, as may be amended from time to time (the “Agreement”), by and among SPS Commerce, Inc., a Delaware corporation, and the other parties thereto. Capitalized terms used but not defined herein will have the respective meanings ascribed to such terms in the Agreement. By the execution and delivery of this Adoption Notice, the Adopting Party agrees as follows:
SPS COMMERCE, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • February 18th, 2020 • SPS Commerce Inc • Services-prepackaged software • Minnesota
This Amended and Restated Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of February 13, 2020 (the “Effective Date”), is entered into by and between Archie C. Black (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).
SPS COMMERCE, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • November 17th, 2017 • SPS Commerce Inc • Services-prepackaged software • Minnesota
This Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of November 14, 2017 (the “Effective Date”), is entered into by and between Archie C. Black (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at Accenture Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).
SPS COMMERCE, INC. 2002 MANAGEMENT INCENTIVE AGREEMENTManagement Incentive Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Minnesota
THIS 2002 MANAGEMENT INCENTIVE AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of July, 2002, by and between SPS Commerce, Inc., a Delaware corporation (the “Company”), and Archie Black (“Employee”).
SPS COMMERCE, INC. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 15th, 2017 • SPS Commerce Inc • Services-prepackaged software • Minnesota
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an award of restricted stock units (“Units”) to you, the Participant named below. The terms and conditions of this restricted stock unit Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
WARRANT TO PURCHASE STOCKWarrant Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • Delaware
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
SPS COMMERCE, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • July 6th, 2023 • SPS Commerce Inc • Services-prepackaged software • Minnesota
This Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of July 5, 2023 (the “Effective Date”), is entered into by and between Chadwick Collins (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at SPS Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).
REVOLVING CREDIT AGREEMENT dated as of September 30, 2011 between SPS COMMERCE, INC. as Borrower and JPMORGAN CHASE BANK, N.A.Revolving Credit Agreement • October 3rd, 2011 • SPS Commerce Inc • Services-prepackaged software • Minnesota
THIS CREDIT AGREEMENT is made and entered into as of the 30th day of September, 2011 by and between SPS Commerce, Inc., a Delaware corporation (the “Borrower”) and JPMorgan Chase Bank, N.A., a national banking association (the “Bank”).
Deferred Stock Unit AgreementDeferred Stock Unit Agreement • April 26th, 2019 • SPS Commerce Inc • Services-prepackaged software • Minnesota
This Deferred Stock Unit Agreement (the “Agreement”) is made and entered into as of the grant date indicated below (the “Grant Date”), by and between SPS Commerce, Inc. (the “Company”), and you, the participant whose name appears below. The Agreement consists of this cover page and the Terms and Conditions on the following pages.
SPS COMMERCE, INC. Incentive Stock Option Agreement Under the 2010 Equity Incentive PlanIncentive Stock Option Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • Delaware
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached.
STANDARD FORM OFFICE LEASE BETWEEN CSDV-MN LIMITED PARTNERSHIP, a Delaware limited partnership, as Landlord, AND SPS COMMERCE, INC., a Delaware corporation, as Tenant Dated: February 14, 2012 For Premises Located At Accenture Tower 333 South Seventh...Office Lease • February 17th, 2012 • SPS Commerce Inc • Services-prepackaged software
This Standard Form Office Lease (this “Lease”) is made as of February 14, 2012 (the “Lease Date”), by and between CSDV-MN LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and SPS COMMERCE, INC., a Delaware corporation (“Tenant”).
SEPARATION AGREEMENTSeparation Agreement • November 23rd, 2012 • SPS Commerce Inc • Services-prepackaged software • Minnesota
THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into by and between SPS Commerce, Inc., LLC, a Delaware corporation (the “Company”), and Michael J. Gray (“Executive”), as of this 19th day of November, 2012.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Illinois
This Third Amendment to Loan and Security Agreement (the “Third Amendment”) is entered into and is effective this 30th day of March, 2009 by and between BlueCrest Venture Finance Master Fund Limited (“Lender”), as assignee of Ritchie Capital Finance, LLC (“Original Lender”‘) and Ritchie Debt Acquisition Fund, Ltd. (“Initial Assignee”), and SPS Commerce, Inc. (“Borrower”).
SHARE PURCHASE AGREEMENT By and Among SPS COMMERCE CANADA, LTD. and 2488471 ONTARIO INC. and 2488469 ONTARIO INC. and THE SHEPHERD FAMILY TRUST and THE PAPADOPOULOS FAMILY TRUST and SHAREHOLDER REPRESENTATIVE DATED AS OF THE 5th DAY OF JANUARY, 2016Share Purchase Agreement • January 6th, 2016 • SPS Commerce Inc • Services-prepackaged software • Ontario
THE PAPADOPOULOS FAMILY TRUST, a trust existing under the laws of the Province of Ontario (the “Papadopoulos Trust”, and collectively with Marenos Holdco, Mark Holdco and the Shepherd Trust, the “Shareholders,” and individually each a “Shareholder”)
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Illinois
This Fourth Amendment to Loan and Security Agreement (the “Fourth Amendment”) is entered into and is effective this 8th day of April, 2009 by and between BlueCrest Venture Finance Master Fund Limited (“Lender”), as assignee of Ritchie Capital Finance, LLC (“Original Lender”) and Ritchie Debt Acquisition Fund, Ltd. (“Initial Assignee”), and SPS Commerce, Inc. (“Borrower”).
SPS COMMERCE, INC. Restricted Stock Award Agreement Under the 2010 Equity Incentive Plan (Director)Restricted Stock Award Agreement • May 8th, 2012 • SPS Commerce Inc • Services-prepackaged software • Minnesota
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The terms and conditions of this Restricted Stock Award are set forth in this Restricted Stock Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
Asset Purchase Agreement Leadtec Systems Australia Pty Ltd Advanced Barcode Solutions Pty Ltd Scott Needham Leading Technology Group Pty Ltd SPS Commerce Australia Pty Ltd SPS Commerce, IncAsset Purchase Agreement • October 14th, 2014 • SPS Commerce Inc • Services-prepackaged software • Victoria
B The Vendors wish to sell, convey, transfer and assign, and the Purchasers wish to purchase the Assets, on the following terms and conditions.
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • August 1st, 2024 • SPS Commerce Inc • Services-prepackaged software • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of [____], 2024, among SPS Commerce, Inc., a Delaware corporation (the “Parent”), and the persons identified on the signature pages hereto (collectively, the “Investors” and, each individually, an “Investor”).
LOAN AND SECURITY AGREEMENT No. V06101Loan and Security Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Illinois
This Loan and Security Agreement (this “Loan Agreement”), made as of February 3, 2006 by and between RITCHIE CAPITAL FINANCE, L.L.C. (“Lender”), a Delaware limited liability company with its principal place of business at 2100 Enterprise Avenue, Geneva, Illinois 60134, and SPS Commerce, Inc. (“Borrower”), a Delaware corporation with its principal place of business at 333 South Seventh Street, Minneapolis, MN 55402.
AT-WILL CONFIDENTIALITY AGREEMENT REGARDING CERTAIN TERMS AND CONDITIONS OF EMPLOYMENT AT SPS COMMERCE, INC.At-Will Confidentiality Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • Minnesota
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) dated as of , 2008 (the “Effective Date”) is made between , , , MN (hereinafter referred to as “Employee”) and SPS Commerce, Inc., a Delaware corporation, with offices at 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (hereinafter referred to as “Employer”);
SPS COMMERCE, INC. EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENTExecutive Severance and Change in Control Agreement • February 3rd, 2016 • SPS Commerce Inc • Services-prepackaged software • Minnesota
This Executive Severance and Change in Control Agreement (the “Agreement”), dated effective as of , 2016 (the “Effective Date”), is entered into by and between (“Employee”), and SPS Commerce, Inc., a Delaware corporation, with offices at Accenture Tower, 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (“Employer”).
SPS COMMERCE, INC. Non-Statutory Stock Option Agreement Under the 2010 Equity Incentive Plan (Director)Non-Statutory Stock Option Agreement • March 3rd, 2011 • SPS Commerce Inc • Services-prepackaged software • Delaware
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Illinois
This Second Amendment to Loan and Security Agreement (the “Second Amendment”) is entered into and is effective this 24th day of March, 2008 by and between BlueCrest Venture Finance Master Fund Limited (“Lender”), as assignee of Ritchie Capital Finance, LLC (“Original Lender”) and Ritchie Debt Acquisition Fund, Ltd. (“Initial Assignee”), and SPS Commerce, Inc. (“Borrower”).
SPS COMMERCE, INC. Incentive Stock Option Agreement (granted under the 2001 Stock Option Plan)Incentive Stock Option Agreement • January 11th, 2010 • SPS Commerce Inc • Services-business services, nec • Delaware
This is an Incentive Stock Option Agreement (“Agreement”) between SPS Commerce, Inc., a Delaware corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.
