SAN MATEO PLAZA 1850 GATEWAY DRIVE SAN MATEO, CALIFORNIA OFFICE LEASE LEGACY PARTNERS II SAN MATEO PLAZA, LLC, a Delaware limited liability company as Landlord, and CAFÉPRESS.COM, INC., a Delaware corporation as TenantOffice Lease • June 10th, 2011 • Cafepress Inc. • California
This Office Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Office Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between LEGACY PARTNERS lI SAN MATEO PLAZA, LLC, a Delaware limited liability company (“Landlord”), and CAFÉPRESS.COM, INC., a Delaware corporation (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2011 • Cafepress Inc. • Delaware
This Indemnification Agreement (the “Agreement”), dated as of , 2011, between CafePress Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”),
CafePress Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 16th, 2011 • Cafepress Inc. • Retail-miscellaneous retail • New York
CafePress.com, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of common stock of the Company (collectively, the “Underwritten Shares”). [In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of common stock of the Company,] [and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of common stock of the Company] (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.] The shares of
CafePress Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 6th, 2012 • Cafepress Inc. • Retail-miscellaneous retail • New York
CafePress.com, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of common stock of the Company (collectively, the “Underwritten Shares”). [In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of common stock of the Company,] [and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of common stock of the Company] (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.] The shares of
FORM OF SUPPORT AGREEMENTSupport Agreement • September 28th, 2018 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of September 28, 2018, by and among Snapfish, LLC, a California limited liability company (“Parent”), Snapfish Merger Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and (“Stockholder”).
AGREEMENT AND PLAN OF MERGER By and Among CAFEPRESS INC., SNAPFISH, LLC and SNAPFISH MERGER SUB, INC. Dated as of September 28, 2018Merger Agreement • September 28th, 2018 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 28, 2018, is entered into by and among CafePress Inc., a Delaware corporation (the “Company”), Snapfish, LLC, a California limited liability company (“Parent”), and Snapfish Merger Sub, Inc., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
CAFEPRESS.COM, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 10th, 2011 • Cafepress Inc. • California
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is entered into as of the th day of January 2005, by and among CAFEPRESS.COM, INC., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock set forth on Schedule A hereto (“Series A Investors”) and the purchasers of the Company’s Series B Preferred Stock set forth on Schedule A of that certain Series B Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) and Schedule B hereto (“Series B Investors”). The Series A Investors and Series B Investors are sometimes collectively referred to hereinafter as the “Investors” and each individually as an “Investor.”
ASSET PURCHASE AGREEMENT by and between LOGO SPORTSWEAR INC. a Delaware corporation and CAFEPRESS INC. a Delaware corporation Dated as of February 20, 2015Asset Purchase Agreement • March 9th, 2015 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 20, 2015, by and between LOGO SPORTSWEAR INC., a Delaware corporation (“Buyer”), and CAFEPRESS INC., a Delaware corporation (“Seller”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN CAFEPRESS.COM, INC. AND CANVAS ON DEMAND, LLC Dated as of September 1, 2010Asset Purchase Agreement • June 10th, 2011 • Cafepress Inc. • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of September 1, 2010, by and between CAFEPRESS.COM, INC., a Delaware corporation (“Buyer”), and CANVAS ON DEMAND, LLC, a North Carolina limited liability company (“Seller”).
Amended and Restated Form of Change of Control Agreement for Senior ManagementChange of Control Agreement • August 9th, 2011 • Cafepress Inc. • Retail-miscellaneous retail • California
ASSET PURCHASE AGREEMENT BY AND BETWEEN CAFEPRESS.COM, INC. AND CANVAS ON DEMAND, LLC Dated as of September 1, 2010Asset Purchase Agreement • September 2nd, 2011 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of September 1, 2010, by and between CAFEPRESS.COM, INC., a Delaware corporation (“Buyer”), and CANVAS ON DEMAND, LLC, a North Carolina limited liability company (“Seller”).
SEPARATION AGREEMENT AND GENERAL WAIVER AND RELEASESeparation Agreement • November 9th, 2018 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
This Separation Agreement and General Waiver and Release (“Agreement”) is made by and between Fred E. Durham III (“Employee”) and CafePress, Inc (“Company”).
RELEASE OF CLAIMS AGREMEENTRelease of Claims Agreement • March 31st, 2014 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
This Release of Claims Agreement (“Agreement”) is made by and between Wes Herman (“Executive”), EZ Prints, Inc. (the “Company”), and CafePress Inc. (the “Parent”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • October 3rd, 2014 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
This Settlement Agreement and Mutual General Release (“Settlement Agreement”) is made as of September 30, 2014 (“Execution Date”) by and between CafePress Inc. (“CafePress”), LSW Holdings, Inc. f/k/a/ Logo’d Softwear, Inc. (“LSW”), and Frank Nevins (the “Indemnifying Stockholder”) (together, the “Parties”). The Asset Purchase Agreement (defined below) is hereby amended to the extent of the provisions set forth in this Settlement Agreement.
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 14th, 2013 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of March 20, 2013, is made by and among CafePress Inc., a Delaware corporation (“Buyer”) Tom Lotrecchiano (“Lotrecchiano”) and Joe Schmidt (“Schmidt”) (together, the “Seller” with Lotrecchiano and Schmidt each as himself and, collectively, as representative of the former limited liability company formerly known as Canvas on Demand LLC “Company”).
AMENDED AND RESTATED BONUS AGREEMENTBonus Agreement • November 13th, 2013 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
This Amended and Restated Bonus Agreement (the “Amended Bonus Agreement”) is being entered into as of the 28 day of August, 2013 (the “Effective Date”) between CafePress Inc., a Delaware corporation (“Parent”), EZ Prints, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Company”), and Wes Herman (the “Executive”). All capitalized terms set forth herein and not defined herein are as set forth in the Merger Agreement (as defined below) or the Amendment (as defined below and to the extent the definition of any such term is superseded in the Amendment), as the case may be.
AMENDMENT TO THE CAFEPRESS INC. FORM OF RETENTION AWARD AGREEMENTRetention Award Agreement • October 11th, 2018 • Cafepress Inc. • Retail-miscellaneous retail
Subject to consummation of the Agreement and Plan of Merger between the Company, Snapfish, LLC and Snapfish Merger Sub, Inc. dated as of September 28, 2018 (the “Merger”) and Executive’s continued employment with the Company through the closing date of the Merger, Executive shall be entitled to accelerated payment of 100% of the Retention Award, as defined in each of the respective Agreements. Such payments shall be made on the closing date of the Merger.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CAFEPRESS INC., SUNDAY MORNING MERGER SUB INC., EZ PRINTS, INC., AND WITH RESPECT TO ARTICLES I, V, VII, VIII AND IX ONLY, FORTIS ADVISORS LLC, AS STOCKHOLDER REPRESENTATIVE Dated as of October 5, 2012Merger Agreement • October 10th, 2012 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 5, 2012, by and among CafePress Inc., a Delaware corporation (“Parent”), Sunday Morning Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), EZ Prints, Inc., a Delaware corporation (the “Company”), and with respect to Article I, Article V, Article VII, Article VIII and Article IX hereof only, Fortis Advisors LLC, a Delaware limited liability company, acting solely in its capacity as representative of the Company Stockholders as further provided herein (the “Stockholder Representative”).
SECOND AMENDMENT AND MODIFICATION OF LEASELease Agreement • November 14th, 2012 • Cafepress Inc. • Retail-miscellaneous retail
THIS SECOND AMENDMENT AND MODIFICATION TO LEASE (“Second Amendment”), made this 1st day of August, 2012, by and among Riverport Group, LLC, a Florida limited liability corporation, whose address is 1625 S.E. 17th Street, Fort Lauderdale, FL 33316 (the “Landlord”), and CafePress Inc., a Delaware corporation, (“Tenant”), with headquarters at 6901 Riverport Drive, Louisville, Kentucky 40258-2852 and corporate offices at 1850 Gateway Drive, Suite 300, San Mateo, California 94404.
LEASE TERMINATION AGREEMENTLease Termination Agreement • June 15th, 2015 • Cafepress Inc. • Retail-miscellaneous retail • California
This Lease Termination Agreement (the “Agreement”) is made as of June 12, 2015, by and between W SAN MATEO PLAZA HOLDINGS VII, L.L.C., a Delaware limited liability company (“Landlord”), and CAFEPRESS, INC., a Delaware corporation (“Tenant”), with reference to the following facts.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 9th, 2018 • Cafepress Inc. • Retail-miscellaneous retail • Kentucky
This Separation Agreement and Release (the “Agreement”) is between Robert Barton (“Employee”) and CafePress Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”):
Amended and Restated Form of Change in Control Agreement for Senior ManagementChange in Control Agreement • March 31st, 2014 • Cafepress Inc. • Retail-miscellaneous retail • California
PURCHASE AGREEMENTPurchase Agreement • October 13th, 2015 • Cafepress Inc. • Retail-miscellaneous retail
This Purchase Agreement (the “Agreement”) is made and entered into this 9th day of October, 2015 (the “Effective Date”), by and between Hameron Properties I LLC, a Kentucky limited liability company, whose address is 1500 S Pope Lick Rd, Louisville, KY 40299(hereinafter referred to as “Seller”), and CafePress Inc., a Delaware corporation, whose address is 6901A Riverport Dr, Louisville, KY 40258 (hereinafter referred to as “Purchaser”).
ASSET PURCHASE AGREEMENT by and between EZ PRINTS HOLDINGS, INC., a Delaware corporation, EZ PRINTS, INC., a Delaware corporation, and CAFEPRESS INC., a Delaware corporation Dated as of August 24, 2015Asset Purchase Agreement • August 25th, 2015 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of August 24, 2015, by and among EZ Prints Holdings, Inc., a Delaware corporation (“Buyer”), CafePress Inc., a Delaware corporation (“Stockholder”), and EZ Prints, Inc., a Delaware corporation (“Seller”, and together with Stockholder, each a “Seller Party” and together the “Seller Parties”).
Amendment No. 1 to Amended and Restated Form of Change of Control For Senior ManagementChange of Control Agreement • September 28th, 2018 • Cafepress Inc. • Retail-miscellaneous retail
This Amendment dated September 28, 2018 (the “Amendment”) amends that certain Amended and Restated Form of Change of Control for Senior Management (the “Agreement”) between CafePress, Inc., a Delaware corporation (“CafePress”) and (“Employee”), provided, however that this Amendment is shall only become effective, and is contingent, upon the closing of the merger contemplated in that certain Agreement and Plan of Merger dated September 28, 2018 between CafePress, Snapfish, LLC, a California limited liability company (“Parent”) and Snapfish Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Merger”). To the extent the Merger fails to close, this Amendment shall be void ab initio
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • October 21st, 2015 • Cafepress Inc. • Retail-miscellaneous retail • Kentucky
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the “First Amendment”) is made and entered into as of October 16, 2015 (“Effective Date”), by HAMERON PROPERTIES I, LLC, a Kentucky limited liability company, whose address is 1500 S Pope Lick Rd, Louisville, KY 40299 (hereinafter referred to as “Seller”), and CAFEPRESS INC., a Delaware corporation, whose address is 6901A Riverport Dr, Louisville, KY 40258 (hereinafter referred to as “Purchaser”).
SEPARATION AGREEMENT AND RELEASE RECITALSSeparation Agreement • March 31st, 2014 • Cafepress Inc. • Retail-miscellaneous retail • Georgia
This Separation Agreement and Release (the “Agreement”) is made by and between Wes Herman (“Executive”) and CafePress Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”):
Re: Transition AgreementTransition Agreement • February 19th, 2014 • Cafepress Inc. • Retail-miscellaneous retail • California
This letter (the “Agreement”) confirms the agreement between you and CafePress Inc. (the “Company”) regarding your request to transition from full-time employment with the Company.
Re: Severance AgreementSeverance Agreement • February 19th, 2014 • Cafepress Inc. • Retail-miscellaneous retail • California
This letter (the “Agreement”) confirms a supplemental term of your employment with CafePress Inc., a Delaware corporation (the “Company”) approved by the Compensation Committee on February 12, 2014.
ASSET PURCHASE AGREEMENT by and between CIRCLE GRAPHICS, INC. a Delaware corporation and CAFEPRESS INC. a Delaware corporation Dated as of February 11, 2015Asset Purchase Agreement • March 3rd, 2015 • Cafepress Inc. • Retail-miscellaneous retail • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 11, 2015, by and between CIRCLE GRAPHICS, INC., a Delaware corporation (“Buyer”), and CAFEPRESS INC., a Delaware corporation (“Seller”).
CafePress Inc. Form of Retention Award AgreementRetention Award Agreement • August 17th, 2017 • Cafepress Inc. • Retail-miscellaneous retail • Kentucky
CafePress Inc. (the “Company”) has selected you to receive a Retention Award to incentivize your continued employment with the Company with continued high performance as well as to reward you for exceptional contributions to the Company’s business and objectives during fiscal year 2017. This Retention Award Agreement (“Agreement”) describes the terms and conditions of your Retention Award, requires your acknowledgement and acceptance as described below, and shall be effective as of the date of your signature below (the “Effective Date”).
CONSULTANT AND ADVISOR AGREEMENTConsultant and Advisor Agreement • February 19th, 2014 • Cafepress Inc. • Retail-miscellaneous retail • California
Monica Johnson, an individual (“Consultant”), and CafePress Inc., a Delaware corporation (“Company”), agree as follows, effective March 31, 2014 (“Effective Date”):
Amended and Restated Form of Change of Control Agreement for Senior ManagementChange of Control Agreement • July 20th, 2016 • Cafepress Inc. • Retail-miscellaneous retail • California
Amended and Restated Form of Change in Control Agreement for Senior ManagementChange in Control Agreement • May 2nd, 2018 • Cafepress Inc. • Retail-miscellaneous retail • California
CONSULTING AGREEMENTConsulting Agreement • January 13th, 2015 • Cafepress Inc. • Retail-miscellaneous retail • California
WHEREAS, Consultant resigned as an employee and officer of Company effective as of close of business on January 9, 2015 (the “Transition Date”), pursuant to the terms of a Transition Agreement and Release with the Company dated January 9, 2015 (the “Transition Agreement”); and
