andCredit Agreement • November 6th, 2001 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
Exhibit 10.52 SEVENTH AMENDMENT AGREEMENT SEVENTH AMENDMENT AGREEMENT (this "Agreement") dated as of June 3, 2005 by and among (1) Imagistics International Inc. (the "Borrower"), (2) Bank of America, N.A. (as successor to Fleet Capital Corporation)...Credit Agreement • June 17th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
dated as ofRights Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
225,000,000 CREDIT AGREEMENT Dated as of November 9, 2001Credit Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
THIS SUBLEASE AGREEMENT (this "Sublease") is made and entered into this __ -------- day of _________, 2001, by and between PITNEY BOWES INC., a Delaware corporation ("Sublandlord") and PITNEY BOWES OFFICE SYSTEMS, INC., a Delaware corporation...Sublease Agreement • August 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies
Exhibit 10.19 EMPLOYMENT AGREEMENT AGREEMENT, entered into as of the 8th day of January 2002 between Imagistics International Inc., a Delaware corporation ("Company") and Marc C. Breslawsky, currently residing at 51 Eleven O'Clock Road, Weston,...Employment Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Connecticut
EXHIBIT 10.19 RIGHTS AGREEMENTRights Agreement • July 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
AMENDMENT #1 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 28th, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies
Exhibit 10.34Reseller Agreement • March 12th, 2004 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Connecticut
EXHIBIT 10.30Rights Agreement • August 14th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies
FIRST AMENDMENT AGREEMENT (this "Agreement") dated as of August 7, 2002 by and between Imagistics International Inc. (the "Company") and Equiserve Trust Company, N.A. (the "Rights Agent") with respect to a certain Rights Agreement dated as of September 28, 2001 by and between the Pitney Bowes Office Systems, Inc. and the Rights Agent.
CONFIDENTIAL June 15, 2001 Mr. Bruce Donatuti 100 Lee Drive Fairfield, CT 06430 Dear Bruce, RE: Letter of Agreement Dear Bruce, In the event Pitney Bowes both establishes a new legal entity to operate the majority of the Company's existing Office...Letter of Agreement • July 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies
Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
W I T N E S S E T H:Second Amendment Agreement • July 23rd, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
Exhibit 10.31 THIRD AMENDMENT AGREEMENTThird Amendment Agreement • March 7th, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.33Fourth Amendment Agreement • May 21st, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.35 FIFTH AMENDMENT AGREEMENT FIFTH AMENDMENT AGREEMENT (this "Agreement") dated as of May 7, 2004 by and among (1) Imagistics International Inc. (the "Borrower"), (2) Fleet Capital Corporation ("Fleet"), and the other financial institutions...Fifth Amendment Agreement • May 10th, 2004 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Connecticut
AGREEMENT, entered into as of the 8th day of January 2005 between Imagistics International Inc., a Delaware corporation (“Company”) and George E. Clark, Jr., currently residing at 1800 Hillside Road, Fairfield, CT 06824 Connecticut (“Executive”);
November 1, 2001Reseller Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.35 MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENTMaster Assignment and Acceptance Agreement • May 21st, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG OCÉ N.V., ORANGE MERGER CORP. AND IMAGISTICS INTERNATIONAL INC. Dated as of September 15, 2005Merger Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2005 (this “Agreement”), is by and among Océ N.V., a company organized under the laws of the Netherlands (“Parent”), Orange Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Imagistics International Inc., a Delaware corporation (the “Company”).
STOCKHOLDER TENDER AND VOTING AGREEMENTStockholder Tender and Voting Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • Delaware
This STOCKHOLDER TENDER AND VOTING AGREEMENT dated as of September 15, 2005 (as the same may be amended from time to time, this "Agreement") among Océ N.V., a company organized under the laws of the Netherlands ("Parent"), Orange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and each individual listed on the signature pages of this Agreement (each, a "Stockholder" and collectively, the "Stockholders"), each an owner of Company Common Stock of Imagistics International, Inc., a Delaware corporation (the "Company").
ARTICLE 1 DEFINITIONSDistribution Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
Exhibit 10.17 [LOGO] Pitney Bowes President and Chief Operating Officer March 2, 2001 Mr. Mark Flynn 22 Manor Rd. Ridgefield, CT 06877 Re: Letter of Agreement Dear Mark: In the event Pitney Bowes both establishes a new legal entity to operate the...Letter of Agreement • July 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies
FIRST AMENDMENT AGREEMENTCredit Agreement • May 14th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
FIRST AMENDMENT AGREEMENT (this "Agreement") dated as of March 19, 2002 by and among (1) Imagistics International Inc. (the "Borrower"), (2) Fleet Capital Corporation ("Fleet"), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender") and (3) Fleet, as administrative agent (the "Administrative Agent") for the Lenders with respect to a certain Credit Agreement dated as of November 9, 2001 by and among the Borrower, the Lenders and the Administrative Agent (the "Credit Agreement").
BETWEENOperating Agreement • August 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
TAX SEPARATION AGREEMENTTax Separation Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • September 19th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among the Company, Orange N.V., a company organized under the laws of the Netherlands and Orange Merger Corp., a Delaware corporation and wholly owned subsidiary of Orange;
ContractCredit Agreement • July 2nd, 2004 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.31 SIXTH AMENDMENT AGREEMENT SIXTH AMENDMENT AGREEMENT (this “Agreement”) dated as of June 1, 2004 by and among (1) Imagistics International Inc. (the “Borrower”), (2) Fleet Capital Corporation (“Fleet”), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”) and (3) Fleet, as administrative agent (the “Administrative Agent”) for the Lenders with respect to a certain Credit Agreement dated as of November 9, 2001 by and among the Borrower, the Lenders and the Administrative Agent, as amended by that certain First Amendment Agreement dated as of March 19, 2002, that certain Second Amendment Agreement dated as of July 19, 2002, that certain Third Amendment Agreement dated as of March 5, 2003, that certain Fourth Amendment Agreement dated as of May 16, 2003 and that certain Fifth Amendment Agreement dated as of May 7, 2004 (as amended, the “Credit Agreement”). W I T N E S S E T
Exhibit 10.15 [Letterhead of Pitney Bowes] October 27, 2000 Marc C. Breslawsky 51 Eleven O'Clock Road Weston, Connecticut 06883 RE: Letter of Agreement Dear Marc: This letter agreement is intended to set forth the commitments Pitney Bowes (the...Letter of Agreement • July 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies • Connecticut
BETWEENOperating Agreement • March 28th, 2002 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
Non-Qualified Stock Option Award AgreementNon-Qualified Stock Option Award Agreement • January 13th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies
This is to certify that you have been granted an option on shares of Imagistics International Inc. (“Imagistics”) common stock under Imagistics International Inc. 2001 Stock Plan (the “2001 Stock Plan”). The number of shares on which the option has been granted, the option price, the date of grant, the vesting (exercise) terms and the expiration of the grant are specified on the reverse side of this Agreement.
EIGHTH AMENDMENT AGREEMENTEighth Amendment Agreement • October 20th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies • New York
EIGHTH AMENDMENT AGREEMENT (this “Agreement”) dated as of October 17, 2005 by and among (1) Imagistics International Inc. (the “Borrower”), (2) Bank of America, N.A. (as successor to Fleet Capital Corporation) (together with its successors and assigns, “Bank of America”), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders” and individually, a “Lender”) and (3) Bank of America, as administrative agent (the “Administrative Agent”) for the Lenders with respect to a certain Credit Agreement dated as of November 9, 2001 by and among the Borrower, the Lenders and the Administrative Agent, as amended by that certain First Amendment Agreement dated as of March 19, 2002, that certain Second Amendment Agreement dated as of July 19, 2002, that certain Third Amendment Agreement dated as of March 5, 2003, that certain Fourth Amendment Agreement dated as of May 16, 2003, that certain Fifth Amendment Agreement dated as of May 7
Exhibit 10.50 Imagistics International Inc. Non-Employee Directors' Stock Plan Award Agreement This is to certify that you have been granted restricted shares of Imagistics International Inc. ("the Company") common stock under Imagistics International...Non-Employee Directors' Stock Plan Award Agreement • March 10th, 2005 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies
This is to certify that you have been granted restricted shares of Imagistics International Inc. ("the Company") common stock under Imagistics International Inc. Non-Employee Directors' Stock Plan (the "Directors' Stock Plan"). The restricted shares are granted in recognition of your efforts and contributions to the Company. The number of shares of restricted stock, the date of award, and the vesting schedule associated with the grant are specified on the reverse side of this Agreement.
EXHIBIT 10.1 TAX SEPARATION AGREEMENTTax Separation Agreement • August 13th, 2001 • Pitney Bowes Office Systems Inc • Wholesale-professional & commercial equipment & supplies • New York
EXHIBIT 10.34 COMMITMENT REDUCTION LETTER Exhibit 10.34 Commitment Reduction Letter May 16, 2003 To the Lenders under the Credit Agreement dated as of November 9, 2001 by and among Imagistics International Inc. (the "Borrower"), the Lenders party...Commitment Reduction Letter • May 21st, 2003 • Imagistics International Inc • Wholesale-professional & commercial equipment & supplies
