Celebrate Express, Inc. Sample Contracts

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RECITALS
Indemnification Agreement • July 16th, 2004 • Celebrate Express, Inc. • Retail-misc general merchandise stores • Washington
Article I. BASIC AGREEMENTS
Settlement Agreement • August 22nd, 2006 • Celebrate Express, Inc. • Retail-misc general merchandise stores • New York
ORIX LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 16th, 2004 • Celebrate Express, Inc. • Retail-misc general merchandise stores • California
COMMON STOCK
Underwriting Agreement • October 1st, 2004 • Celebrate Express, Inc. • Retail-misc general merchandise stores • New York
BirthdayExpress.com AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT TABLE OF CONTENTS
Investors' Rights Agreement • January 12th, 2000 • Celebrateexpress Com Inc • Washington
RECITALS
Investor Rights Agreement • July 16th, 2004 • Celebrate Express, Inc. • Retail-misc general merchandise stores • Washington
BIRTHDAY EXPRESS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT OCTOBER 15, 1998
Series a Preferred Stock Purchase Agreement • January 12th, 2000 • Celebrateexpress Com Inc • Washington
RECITALS
Voting Agreement • January 12th, 2000 • Celebrateexpress Com Inc • Washington
BIRTHDAYEXPRESS.COM, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Series B Preferred Stock Purchase Agreement • January 12th, 2000 • Celebrateexpress Com Inc • Washington
RECITALS
Right of First Refusal Agreement • January 12th, 2000 • Celebrateexpress Com Inc • Washington
and
Preferred Shares Rights Agreement • July 25th, 2006 • Celebrate Express, Inc. • Retail-misc general merchandise stores • Washington
CELEBRATE EXPRESS, INC. SEVERANCE AGREEMENT
Severance Agreement • April 11th, 2008 • Celebrate Express, Inc. • Retail-misc general merchandise stores • Washington

This Severance Agreement (the “Agreement”) is dated as of MARCH 13, 2008 by and between HAROLD EGLER (“Employee”) and Celebrate Express, Inc., a Washington corporation (the “Company”).

LEASE AMENDMENT NO. 7
Lease Amendment • October 10th, 2007 • Celebrate Express, Inc. • Retail-misc general merchandise stores

By written Lease dated October 1, 2003, Tenant leased from Landlord approximately 37,314 square feet of office and warehouse space located at 405 Business Park, 11218, 11220 and 11232 120th Avenue NE, Kirkland, Washington 98033, (hereinafter referred to as the “Premises”). By Lease Amendment No. 1, dated March 3, 2004, Tenant leased an additional approximate 3,450 square feet of office space bringing the total square feet to 40,764. By Lease Amendment No. 2, dated June 8, 2004, Tenant extended the lease term for space 11218. By Lease Amendment No. 3, dated November 30, 2004, Tenant extended the lease term for space 11218. By Lease Amendment No. 4, dated February 11, 2005, Tenant extended the lease term for space 11218. By Lease Amendment No. 5, dated March 31, 2005, Tenant extended the lease term for space 11218. By Lease Amendment No. 6, dated May 31, 2005, Tenant extended the lease term for space 11218. Said documents are hereinafter jointly referred to as the “Lease”. The Lease expi

VOTING AGREEMENT
Voting Agreement • June 27th, 2008 • Celebrate Express, Inc. • Retail-misc general merchandise stores • Delaware

THIS VOTING AGREEMENT dated as of June 26, 2008 (this “Agreement”), by and among Liberty Media Corporation, a Delaware corporation (“Parent”); and ARCH Venture Fund IV, LP, ARCH Entrepreneurs Fund L.P., Thesis Capital Master Fund Limited, LP, Thesis Capital, LP, and Spencer Capital Management, LLC (each, a “Shareholder” and collectively, the “Shareholders.”

Date: August 12, 1998 General Electric Capital Corporation 44 Old Ridgebury Road Danbury, CT 06810 To induce you to enter into, purchase or otherwise acquire, now or at any time hereafter, any promissory notes, security agreements, chattel mortgages,...
Individual Guaranty • January 12th, 2000 • Celebrateexpress Com Inc

This Guaranty is a guaranty of prompt payment and performance (and not merely n guaranty of collection). Nothing herein shall require you to first seek or exhaust any remedy against the Customer, its successors and assigns, or any other person obligated with respect to the Obligations, or to first foreclose, exhaust or otherwise proceed against any leased equipment, collateral or security which may be given in connection with the Obligations. It is agreed that you may, upon any breach or default of the Customer, or at any time thereafter, make demand upon the undersigned and receive payment and performance of the Obligations, with or without notice or demand for payment or performance by the Customer, its successors or assigns, or any other person. Suit may be brought and maintained against the undersigned, at your election, without joinder of the Customer or any other person as parties thereto. The obligations of each signatory to this Guaranty shall be joint and several.

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RECITALS
Lease Agreement • July 16th, 2004 • Celebrate Express, Inc. • Retail-misc general merchandise stores • North Carolina
AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT OF CELEBRATE EXPRESS, INC.
Preferred Shares Rights Agreement • June 2nd, 2008 • Celebrate Express, Inc. • Retail-misc general merchandise stores • New York

This Amendment To the Preferred Shares Rights Agreement (this “Amendment”) by and between Celebrate Express, Inc., a Washington corporation (the “Company”) and American Stock Transfer and Trust Company (the “Rights Agent”) is made as of this 23rd day of May, 2008.

AGREEMENT AND PLAN OF MERGER BY AND AMONG LIBERTY MEDIA CORPORATION, WASHINGTON MERGER SUB, INC., AND CELEBRATE EXPRESS, INC. June 26, 2008
Merger Agreement • June 27th, 2008 • Celebrate Express, Inc. • Retail-misc general merchandise stores • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 26, 2008, by and among Liberty Media Corporation, a Delaware corporation (“Parent”), Washington Merger Sub, Inc., a Washington corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Celebrate Express, Inc., a Washington corporation (the “Company”), with reference to the following facts:

THIRD AMENDMENT TO LEASE
Lease • April 24th, 2007 • Celebrate Express, Inc. • Retail-misc general merchandise stores

THIS THIRD AMENDMENT TO LEASE, made and entered into this 18th day of April, 2007, by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina Limited Partnership, hereinafter referred to as “Landlord” and Celebrate Express, Inc., a Washington corporation, hereinafter referred to as “Tenant”. Tenant leases from Landlord space in the amount of 86,400 square feet, located at 488 Gallimore Dairy Road Suite D, Greensboro, North Carolina.

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