Overstock.com, Inc. (a Delaware corporation) 2,100,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2020 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
Overstock.com, Inc., a Delaware corporation (the “Company”), BofA Securities, Inc. (“BofA”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and Credit Suisse are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 315,000 additional shares of Common Stock. The aforesaid 2,100,000 shares of Common Stock (the “Initial Securiti
Overstock.com, Inc. Common Stock ($0.0001 par value per share) Amended and Restated Capital on Demand™ Sales AgreementOVERSTOCK.COM, Inc • June 29th, 2020 • Retail-catalog & mail-order houses • New York
Overstock.com, Inc. a Delaware corporation (the “Company”) and JonesTrading Institutional Services LLC (“JonesTrading”) are parties to that certain Capital on Demand™ Sales Agreement dated August 9, 2018, as amended on March 15, 2019, November 12, 2019 and April 9, 2020 (together, the “Original Agreement”). Together with D.A. Davidson & Co. (“D.A. Davidson”; each of JonesTrading and D.A. Davidson individually an “Agent” and together, the “Agents”), the Company and the Agents desire to amend and restate the Original Agreement as set forth in this agreement (this “Agreement”), and hereby agree as follows:
DEALER-MANAGER AGREEMENTDealer-Manager Agreement • November 2nd, 2016 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Overstock.com, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about November 14, 2016 to the Company’s Form S-3 registration statement (File No. 333-203607) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 24, 2015, as amended, to subscribe for and purchase shares of the Company’s Series A Preferred Stock and/or Series B Preferred Stock (the “Series A Rights Shares” and the “Series B Rights Shares”, respectively, and collectively the “Rights Shares”), in either case at a cash subscription price to be determined (the “Subscription Price”).
OVERSTOCK.COM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 6th, 2002 • Overstock Com Inc • Services-business services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of ________, 2002, by and between Overstock.com, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
LOAN AGREEMENT Dated as of March 6, 2020 between PEACE COLISEUM, LLC, as Borrower andLoan Agreement • March 12th, 2020 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
LOAN AGREEMENT dated as of March 6, 2020 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between PEACE COLISEUM, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), and LOANCORE CAPITAL MARKETS LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
SUBLEASE AGREEMENTSublease Agreement • December 7th, 2004 • Overstock Com Inc • Services-business services, nec • Utah
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of December 1, 2004, by and between DOCUMENT CONTROL SYSTEMS, INC. (“DCS”), a Utah corporation, OVERSTOCK.COM, INC. (“Overstock”), a Delaware Corporation, and OLD MILL BUILDING LLC (“OMB”), a Utah limited liability company.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between OVERSTOCK.COM, INC. as Borrower, and WELLS FARGO RETAIL FINANCE, LLC as Lender Dated as of January 6, 2009Loan and Security Agreement • January 7th, 2009 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Massachusetts
COLOCATION CENTER AGREEMENTColocation Center Agreement • July 7th, 2005 • Overstock Com Inc • Retail-catalog & mail-order houses • Utah
THIS COLOCATION CENTER AGREEMENT (the "Lease" or "Agreement") is dated as of the 1st day of July, 2005 , between OMTek, LLC, a Utah limited liability company ("Lessor") and Overstock.com, Inc. a Delaware corporation ("Lessee").
PRO SECURITIES, LLCMEMBERSHIP INTEREST PURCHASE AGREEMENT by and among JOSEPH CAMMARATA AND JOHN PAUL DEVITO, as Sellers, and MEDICI, INC., as Buyer dated as of August 26, 2015Membership Interest Purchase Agreement • November 9th, 2015 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of August 26, 2015, is by and among Joseph Cammarata and John Paul DeVito (“Sellers” and each, individually, a “Seller”) and Medici, Inc., a Utah corporation (“Buyer,” and together with Sellers, the “Parties” and each, individually, a “Party”).
ENVIRONMENTAL INDEMNITY AGREEMENT (Unsecured)Environmental Indemnity Agreement • November 13th, 2017 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (“Agreement”), made effective November 6, 2017, by and between O.COM LAND, LLC, a Utah limited liability company (hereafter referred to as the “Borrower” and/or the “Indemnitor”) of 799 West Coliseum Way, Midvale, Utah 84047, for the benefit of PCL L.L.C., a Utah limited liability company (hereafter referred to as the “Lender” and/or “Indemnitee”) of 10011 South Centennial Parkway, Suite 275, Sandy City, Utah 84070. The term “Indemnitee” shall also include any successor or assignee of Lender, including, in the case of Lender, any participant in, or other holder of any interest in, the Loan (as hereinafter defined) or any other Person that may from time to time be included within the meaning of the term “Lender” or “Beneficiary” as defined in the Trust Deed, together with partners, shareholders, officers, directors, agents, representatives, attorneys, successors and assigns of any of the foregoing, and the term “Indemnitor” shall also include any s
February 14, 2024 Dear Chandra,Beyond, Inc. • May 8th, 2024 • Retail-catalog & mail-order houses
We are pleased to offer you the position of Division Chief Executive Officer, Bed Bath & Beyond with Beyond, Inc. (“Beyond” or the “Company”) on the terms described in this letter agreement (this “Agreement”). We believe you will be an excellent addition to our senior executive team and are excited to have you on board.
International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of OCTOBER 23, 2014Master Agreement • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
MEZZANINE LOAN AGREEMENT Dated as of March 6, 2020 betweenMezzanine Loan Agreement • March 12th, 2020 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
MEZZANINE LOAN AGREEMENT dated as of March 6, 2020 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”) between PEACE COLISEUM MEZZANINE, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), and LOANCORE CAPITAL MARKETS LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
1,200,000 Shares Overstock.com, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2004 • Overstock Com Inc • Services-business services, nec • New York
Overstock.com, Inc., a Delaware corporation (the "Company"), proposes to sell 1,200,000 shares (the "Firm Stock") of the Company's Common Stock, par value $0.0001 per share (the "Common Stock"). In addition, the Company proposes to grant to the Underwriters named in Schedule 1 hereto (the "Underwriters") an option to purchase up to an additional 180,000 shares of the Common Stock on the terms and for the purposes set forth in Section 3 (the "Option Stock"). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the "Stock." This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
LEASE SUBORDINATION AGREEMENTLease Subordination Agreement • November 13th, 2017 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
THIS LEASE SUBORDINATION AGREEMENT (“Agreement”), dated the 6 of November, 2017, executed by and among PCL L.L.C., of 10011 South Centennial Parkway, Suite 275, Sandy City, Utah 84070 (hereinafter called “Lender”); OVERSTOCK.COM, INC., a Delaware corporation of 799 West Coliseum Way, Midvale, Utah 84047 (hereinafter called “Tenant”), and O.COM LAND, LLC, a Utah limited liability company of 799 West Coliseum Way, Midvale, Utah 84047 (hereinafter called “Landlord”).
SUBLEASE AGREEMENTSublease Agreement • December 7th, 2004 • Overstock Com Inc • Services-business services, nec • Utah
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of December 1, 2004, by and between OLD MILL TECHNOLOGY CENTER, LLC (“OMTech”), a Utah limited liability company, OVERSTOCK.COM, INC. (“Overstock”), a Delaware Corporation, and OLD MILL BUILDING LLC (“OMB”), a Utah limited liability company.
ASSET PURCHASE AGREEMENT by and amongAsset Purchase Agreement • February 9th, 2018 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
This Asset Purchase Agreement (this “Agreement”), dated as of January 22, 2018, is entered into by and among RENTAL ROOST, INC., a Delaware corporation (“Seller”), Kishore Kumar, Nitin Shingate and Vikram Raghavan (the “Majority Stockholders”), and OVERSTOCK.COM, INC., a Delaware corporation (“Buyer”).
GUARANTY OF OVERSTOCK.COM, INC. (GUARANTY OF PAYMENT)OVERSTOCK.COM, Inc • November 13th, 2017 • Retail-catalog & mail-order houses
FOR VALUE RECEIVED, and for the purpose of enabling O.COM LAND, LLC, a Utah limited liability company, hereinafter called “Debtor” and/or “Borrower”, to obtain a loan (the repayment obligation of which is evidenced by the Promissory Note, as hereafter defined) from PCL L.L.C., a Utah limited liability company of 10011 South Centennial Parkway, Suite 275, Sandy City, Utah, hereinafter called “Lender”, the undersigned (also referred to hereafter as “Guarantor”) does hereby guarantee to the Lender, the prompt payment during the term of the Loan, at maturity of the Loan or at any time thereafter, of the forty million dollar ($40,000,000.00) loan (“Loan”) made by Lender to Debtor, evidenced by that certain Promissory Note made effective November 6, 2017, in the principal amount of Forty Million and 00/100 Dollars ($40,000,000.00) (“Promissory Note”) and such other loan documents as required by the Lender (“Loan Documents”).
DEED OF TRUST, ASSIGNMENT OF RENTS, ASSIGNMENT OF LEASES, SECURITY AGREEMENT AND FIXTURE FILING (Overstock Loan)OVERSTOCK.COM, Inc • November 13th, 2017 • Retail-catalog & mail-order houses • Utah
THIS DEED OF TRUST, ASSIGNMENT OF RENTS, ASSIGNMENT OF LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust” and/or “Trust Deed”) is dated the 6th day of November, 2017, by and between O.COM LAND, LLC, a Utah limited liability company (hereafter referred to as “Trustor”, “Borrower”, “Debtor” and/or “Record Owner”), whose address is 799 W. Coliseum Way, Midvale, UT 84047, Attention Chief Executive and General Counsel, LANDMARK TITLE COMPANY (‘Trustee”), which has a place of business at 675 East 2100 South, #200, Salt Lake City, Utah 84106 and PCL L.L.C., a Utah limited liability company (hereafter sometimes referred to as “Lender” “Beneficiary” and/or “Secured Party”), whose place of business is c/o Cirque Property, 10011 South Centennial Parkway, Suite 275, Sandy City, UT 84070.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2017 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 8, 2017, is by and among Overstock.com, Inc., a Delaware corporation (the “Company”), and Quantum Partners LP, a Cayman Islands limited partnership (the “Buyer”).
CREDIT AGREEMENTCredit Agreement • February 24th, 2004 • Overstock Com Inc • Services-business services, nec • Utah
THIS AGREEMENT is entered into as of February 13, 2004, by and between OVERSTOCK.COM, INC., a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
REVOLVING NOTE (Cash Secured Advances)OVERSTOCK.COM, Inc • December 23rd, 2009 • Retail-catalog & mail-order houses
This Note is one of the “Notes” referred to in the Financing Agreement and is entitled to the benefits and security, and is subject to the terms and conditions, of the Financing Agreement, including, without limitation, acceleration upon the terms provided therein and in the other Loan Documents. All capitalized terms used herein which are defined in the Financing Agreement and not otherwise defined herein shall have the meanings given in the Financing Agreement.
REVOLVING NOTEOVERSTOCK.COM, Inc • October 28th, 2014 • Retail-catalog & mail-order houses
This Revolving Note (this “Note”) is one of the Revolving Notes issued pursuant to, and is entitled to the benefits of, the Loan Agreement dated as of October 24, 2014 (which, as it may be amended or modified and in effect from time to time, is herein called the “Loan Agreement”), among the Borrower, O.Com Land, LLC, a Utah limited liability company, the other parties thereto, including Bank, the other Banks, the LC Issuer and U.S. Bank National Association, as Arranger and Administrative Bank, to which Loan Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Loan Agreement.
OLD MILL CORPORATE CENTER FOURTH AMENDMENT TO THE LEASE AGREEMENTThe Lease Agreement • December 7th, 2004 • Overstock Com Inc • Services-business services, nec
THIS FOURTH AMENDMENT TO THE LEASE AGREEMENT is made and entered into as of December 1, 2004, by and among Holladay Building East L.L.C. (“HBE”), Overstock.com, Inc. (“Overstock”) and Old Mill Building LLC (“OMB”).
STANDARD INDUSTRIAL/COMMERCIAL MULTI–TENANT LEASE—NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONCommencement of Lease Agreement • April 17th, 2002 • Overstock Com Inc • Services-business services, nec • Utah
LOAN AGREEMENT (OVERSTOCK LOAN)Loan Agreement • November 13th, 2017 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Utah
THIS LOAN AGREEMENT (the “Agreement”) is made between O.COM LAND, LLC, a Utah limited liability company (hereafter referred to as the “Borrower” and/or “Grantor”) of 799 West Coliseum Way, Midvale, Utah 84047; OVERSTOCK.COM, INC., a Delaware corporation (“Guarantor”) of 799 West Coliseum Way, Midvale, Utah 84047; and PCL L.L.C., a Utah limited liability company (“Lender”) of 10011 South Centennial Parkway, Suite 275, Sandy, City UT 84070, effective as of the 6 day of November, 2017 (the “Effective Date”), on the following terms and conditions:
CONSTRUCTION NOTEConstruction Note • October 28th, 2014 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses
This Construction Note (this “Note”) shall be payable in monthly installments of accrued interest only, commencing on the first day of the month following the initial Advance on the Real Estate Loan, and on the same day of each month thereafter through the Initial Real Estate Maturity Date, when the remaining unpaid principal balance plus accrued interest shall be due and payable in full. Notwithstanding the foregoing, the Real Estate Loan evidenced by this Note is eligible at the Initial Real Estate Maturity Date for Conversion to the Term Phase pursuant to the terms and conditions set forth in the Loan Agreement, on which conversion the Real Estate Loan shall be evidenced by the Term Notes.
1,200,000 Shares(1) OVERSTOCK.COM, INC. COMMON STOCK UNDERWRITING AGREEMENTOverstock Com Inc • May 14th, 2004 • Services-business services, nec • California
Form of OVERSTOCK.COM, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 18th, 2019 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of __________, by and between Overstock.com, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
Memorandum of Understanding Investment in tZERO, Inc. Dated: February 28, 2019OVERSTOCK.COM, Inc • March 18th, 2019 • Retail-catalog & mail-order houses
This memorandum of understanding (the "MOU") is intended to describe the general terms and conditions of a proposed investment in t0.com, Inc. ("tZERO"), by the entities set forth under the heading "Investors" on the signature page hereto (collectively, the " Investors"), and is subject to the negotiation and execution of a term sheet, definitive purchase and sale agreement and any other agreement that may be necessary to effect the transaction. Parties of this MOU share the goal of commencing a transaction, within the parameters and timing highlighted below.
IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement and Escrow Instructions as of the date set forth above. SELLER: PEACE COLISEUM, LLC a Utah limited liability company By: BEYOND, INC., a Delaware corporation, its Manager By: /s/...Beyond, Inc. • September 17th, 2024 • Retail-catalog & mail-order houses
SEVERANCE PACKAGE AGREEMENTSeverance Package Agreement • April 17th, 2002 • Overstock Com Inc • Services-business services, nec • Utah
This Severance Package Agreement (“Agreement”) between DEALS.COM, INC., a Utah corporation (the “Company”) and Douglas F. Greene (“Employee”) is effective as of the 17th day of June, 1999.
SWING LINE NOTEOVERSTOCK.COM, Inc • October 28th, 2014 • Retail-catalog & mail-order houses
This Note is the Swing Line Note referred to in the Loan Agreement dated the date hereof by and among Borrower, O.Com Land, LLC, a Utah limited liability company, the Banks from time to time party thereto and U.S. Bank National Association, as a Bank and as Administrative Bank for the Banks, as the same may from time to time be amended, modified, extended, renewed or restated (the “Loan Agreement”; all capitalized terms used and not otherwise defined in this Note shall have the respective meanings ascribed to them in the Loan Agreement).
Amendment No. 1, Dated April 29, 2002 to Intellectual Property Assignment Agreement Dated February 28, 2002Intellectual Property Assignment Agreement • May 6th, 2002 • Overstock Com Inc • Services-business services, nec
THIS AMENDMENT NO. 1, dated April 29, 2002 (“Effective Date”) to Intellectual Property Assignment Agreement (“Agreement”) dated February 28, 2002 (“Amendment”) is made and entered into by and between Overstock.com, Inc., a Utah corporation with offices at 6322 South, 3000 East, Suite 100, Salt Lake City, Utah 84121, its subsidiaries, affiliates, successors and assigns (“Company”) and Douglas Greene, an individual (“Developer”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 15th, 2008 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • Massachusetts
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 14, 2008, by and between WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company with offices at One Boston Place - 19th Floor, Boston, Massachusetts 02109 (“Lender”), and OVERSTOCK.COM, INC., a Delaware corporation (“Borrower”).
