AMENDMENT NO. 2 Dated as of January 7, 2019 to CREDIT AGREEMENTCredit Agreement • January 8th, 2019 • Cimpress N.V. • Commercial printing • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of January 7, 2019 by and among Cimpress N.V. (the “Company”), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V. and Cimpress USA Incorporated (collectively, the “Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013 and as further amended and restated as of July 13, 2017, by and among the Borrowers, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in th
AMENDMENT AND RESTATEMENT AGREEMENT Dated as of July 13, 2017Credit Agreement • July 14th, 2017 • Cimpress N.V. • Commercial printing • New York
THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is made as of July 13, 2017 by and among Cimpress N.V. (the “Company”), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V. and Cimpress USA Incorporated (collectively, the “Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, by and among the Borrowers, the other Subsidiary Borrowers party thereto from time to time, the lenders party thereto and the Administrative Agent (as in effect on the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Restated Credit Agreement (a
SENIOR NOTES INDENTURE Dated as of September 26, 2024 AmongSenior Notes Indenture • September 30th, 2024 • CIMPRESS PLC • Commercial printing • New York
SENIOR NOTES INDENTURE, dated as of September 26, 2024, among Cimpress plc, a public company with limited liability incorporated in Ireland (the “Company”), the Guarantors listed on the signature pages hereto and U.S. Bank Trust Company, National Association, as Trustee.
LEXINGTON, MASSACHUSETTS LEASE DATED April 24, 2003Lease Agreement • June 3rd, 2005 • Vistaprint LTD • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in a certain building (the “Building”) known as, and with an address at, 100 Hayden Avenue, Lexington, Massachusetts.
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 14th, 2017 • Cimpress N.V. • Commercial printing • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of July 13, 2017 by and among each of the undersigned Subsidiaries of CIMPRESS N.V., a naamloze vennootschap organized under the laws of the Netherlands, with its statutory seat in Venlo, the Netherlands (the “Company”) listed on the signature pages hereto (the “Initial Grantors,” and together with any additional Subsidiaries of the Company, whether now existing or hereafter formed or acquired which become parties to this Security Agreement from time to time, in accordance with the terms of the Credit Agreement (as defined below), by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as administrative agent (the “Administrative Agent”) for itself and for the Secured Parties (as defin
Form of] Performance Share Unit AgreementPerformance Share Unit Agreement • January 28th, 2021 • CIMPRESS PLC • Commercial printing
Executive Retention AgreementExecutive Retention Agreement • October 29th, 2008 • Vistaprint LTD • Commercial printing • Massachusetts
THIS EXECUTIVE RETENTION AGREEMENT by and among VistaPrint USA, Incorporated, a Delaware corporation (the “Company”), VistaPrint Limited, a Bermuda corporation and sole shareholder of the Company (“VistaPrint Limited”), and Michael Giannetto (the “Executive”) is made as of September 2, 2008 (the “Effective Date”).
Executive Retention AgreementExecutive Retention Agreement • October 28th, 2016 • Cimpress N.V. • Commercial printing • Massachusetts
THIS EXECUTIVE RETENTION AGREEMENT between Cimpress N.V. (the “Company”) and [___________] (the “Executive”) is made as of [DATE] (the “Effective Date”). Except where the context otherwise requires, the term “Company” includes each of Cimpress N.V. and any of its present or future parent or subsidiary corporations.
CREDIT AGREEMENT dated as of October 21, 2011 among VISTAPRINT LIMITED, as a Borrower VISTAPRINT SCHWEIZ GMBH, as a Borrower VISTAPRINT B.V., as a Borrower VISTAPRINT N.V., as Guarantor The Subsidiary Borrowers Party Hereto The Lenders Party Hereto...Credit Agreement • October 26th, 2011 • Vistaprint N.V. • Commercial printing • New York
CREDIT AGREEMENT (this “Agreement”) dated as of October 21, 2011 among VISTAPRINT LIMITED, VISTAPRINT SCHWEIZ GMBH, VISTAPRINT B.V., VISTAPRINT N.V., the SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent and RBS CITIZENS, N.A., as Documentation Agent.
Form of Restricted Share Unit AgreementRestricted Share Unit Agreement • August 14th, 2015 • Cimpress N.V. • Commercial printing
FORM OF] AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENTExecutive Retention Agreement • February 23rd, 2023 • CIMPRESS PLC • Commercial printing • Massachusetts
THIS AMENDED AND RESTATED EXECUTIVE RETENTION AGREEMENT (the “Agreement”) between Cimpress plc (the “Company”) and [___________] (the “Executive”) is effective as of [DATE] (the “Effective Date”). Except where the context otherwise requires, the term “Company” includes each of Cimpress plc, any of its predecessor or successor entities, and any of its present or future parent or subsidiary entities. This Agreement supersedes in all respects all prior agreements between the Company and the Executive regarding the subject matter hereof, including, without limitation, the Executive Retention Agreement between Cimpress N.V. and the Executive, dated as of [DATE].
SENIOR SECURED NOTES INDENTURESenior Secured Notes Indenture • May 4th, 2020 • CIMPRESS PLC • Commercial printing • New York
SENIOR SECURED NOTES INDENTURE, dated as of May 1, 2020, among Cimpress plc, a public company with limited liability incorporated in Ireland (a member state of the European Union) (the “Company”), the Guarantors listed on the signature pages hereto and U.S. Bank National Association, as Trustee and as Collateral Agent.
Amendment No. 1 to Executive Retention AgreementExecutive Retention Agreement • April 30th, 2008 • Vistaprint LTD • Commercial printing • Massachusetts
THIS AMENDMENT NO.1 TO EXECUTIVE RETENTION AGREEMENT (the “Amendment”) by and among VistaPrint USA, Incorporated, a Delaware corporation (the “Company”), VistaPrint Limited, a Bermuda corporation and sole shareholder of the Company (“VistaPrint Limited”), and Wendy Cebula (the “Employee”) is made as of March 31, 2008 (the “Effective Date”).
SEPARATION AGREEMENTSeparation Agreement • August 13th, 2019 • Cimpress N.V. • Commercial printing • Massachusetts
This Separation Agreement (this “Agreement”) by and between Cimpress USA Incorporated, which has offices at 275 Wyman Street, Waltham, MA 02451, and Donald LeBlanc (“Executive”), is effective as of the eighth (8th) business day following the date of Executive’s signature below (the “Effective Date”). As used in this Agreement, the term “Cimpress” means Cimpress USA Incorporated when referencing Executive’s employer and Cimpress N.V. and its subsidiaries and affiliates (including, without limitation, Cimpress USA Incorporated) in all other contexts.
Vistaprint N.V. [Form of] Award Agreement For Fiscal Year 2014 under the Vistaprint N.V. 2009 Performance Incentive Plan For Covered EmployeesAward Agreement • October 30th, 2013 • Vistaprint N.V. • Commercial printing
Vistaprint N.V. (the “Company”) hereby awards on the Vesting Date (as defined below) to the participant named above (the “Participant”) the opportunity to earn a cash amount determined pursuant to the formula set forth below (the “Cash Payment Amount”).
Form of] DEED OF INDEMNIFICATIONDeed of Indemnification • January 29th, 2020 • CIMPRESS PLC • Commercial printing
This Deed of Indemnification is made as of _____________, 20__ between Cimpress plc, a public limited company incorporated under the laws of Ireland, having its registered office at Building D, Xerox Technology Park, Dublin Road, Dundalk, County Louth, Ireland (the “Company”), and ______________________ (the “Indemnitee”).
Form of]Nonqualified Share Option Agreement • October 28th, 2011 • Vistaprint N.V. • Commercial printing
Form of] Restricted Share Unit AgreementRestricted Share Unit Agreement • January 28th, 2021 • CIMPRESS PLC • Commercial printing
INVENTION AND NON-DISCLOSURE AGREEMENTInvention and Non-Disclosure Agreement • September 26th, 2005 • Vistaprint LTD • Commercial printing • Massachusetts
This Agreement is made between VistaPrint USA, Incorporated, a Delaware corporation (hereinafter referred to collectively with its parent company, affiliates and subsidiaries as the “Company”), and Anne Drapeau (the “Employee”).
SALE AND PURCHASE AGREEMENT by and between Alcedo SGR S.p.A., on behalf of the close-ended investment fund “Alcedo III” and Cap2 S.r.l. and Alessandro TenderiniSale and Purchase Agreement • April 4th, 2014 • Vistaprint N.V. • Commercial printing
ALCEDO SGR S.P.A., on behalf of the close-ended investment fund “Alcedo III”, a company incorporated under the laws of Italy, having its registered office in Treviso, at Vicolo XX Settembre 11, Italy, registered with the Companies’ Register of Treviso under number 03557340282, represented by Mr Maurizio Masetti pursuant to the resolution of the executive committee dated 25 march 2014, a copy of which is attached hereto as Annex 0.1 (“Alcedo”)
Underwriting AgreementUnderwriting Agreement • September 7th, 2005 • Vistaprint LTD • Commercial printing • New York
VistaPrint Limited, an exempted company registered in Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of . . . . . . .shares and, at the election of the Underwriters, up to . . . . . . additional shares of Common Shares (“Stock”) of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of . . . . . . . shares and, at the election of the Underwriters, up to . . . . . . . additional shares of Stock. The aggregate of . . . . shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Shares” and the aggregate of . . . . . additional shares to be sold by the the Selling Shareholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwr
AMENDMENT NO. 5 Dated as of February 16, 2021 to CREDIT AGREEMENT Dated as of October 21, 2011 as amended and restated as of February 8, 2013 and as further amended and restated as of July 13, 2017Credit Agreement • April 29th, 2021 • CIMPRESS PLC • Commercial printing • New York
THIS AMENDMENT NO. 5 (this “Amendment”) is made as of February 16, 2021 by and among Cimpress plc (the “Company”), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V. and Cimpress USA Incorporated (collectively, the “Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013 and as further amended and restated as of July 13, 2017, by and among the Borrowers, the Lenders from time to time party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amende
Restricted Share Unit Agreement Granted Under The Amended and Restated 2005 Equity Incentive PlanRestricted Share Unit Agreement • January 29th, 2010 • Vistaprint N.V. • Commercial printing
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2006 • Vistaprint LTD • Commercial printing
HarbourVest Partners, LLC, Edward W. Kane, D. Brooks Zug, HarbourVest VI-Direct Associates LLC and HarbourVest Partners VI-Direct Fund L.P. agree that the Schedule 13G, to which this Agreement is attached, relating to the Common Shares of Vistaprint Limited, is filed on behalf of each of them.
Performance-Based Restricted Share Unit AgreementPerformance-Based Restricted Share Unit Agreement • October 26th, 2023 • CIMPRESS PLC • Commercial printing
Restricted Share Unit Agreement Granted Under The Amended and Restated 2005 Equity Incentive PlanRestricted Share Unit Agreement • January 31st, 2008 • Vistaprint LTD • Commercial printing
TRANSITION AGREEMENTTransition Agreement • May 15th, 2008 • Vistaprint LTD • Commercial printing • Massachusetts
This Transition Agreement made as of this 13th day of May, 2008 by and between VistaPrint Limited (“VistaPrint”), VistaPrint USA, Incorporated (“VistaPrint USA” and, together with VistaPrint, the “Company”) and Harpreet Grewal (“Mr. Grewal”).
Form of] INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2020 • CIMPRESS PLC • Commercial printing • Delaware
This Indemnification Agreement is made as of _____________, 20__ between Cimpress USA Incorporated, a corporation incorporated under the laws of Delaware, USA, having its principal business address at 275 Wyman Street, Waltham, MA, USA (the “Indemnitor”), and ______________________ (the “Indemnitee”). The Indemnitor is a subsidiary of Cimpress plc, a public limited company incorporated under the laws of Ireland (the “Company”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 28th, 2007 • Vistaprint LTD • Commercial printing • Massachusetts
This Agreement is made between VistaPrint USA, Incorporated, a Delaware corporation (hereinafter referred to collectively with its parent company, affiliates and subsidiaries as the “Company”), and Harpreet Grewal.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2009 • Vistaprint N.V. • Commercial printing
This Agreement is made as of 28 August 2009, between Vistaprint N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Venlo, the Netherlands, its registered office at 5928 LW Venlo, Hudsonweg 8, the Netherlands (the “Company”), and [*] (the “Indemnitee”).
THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 4th, 2005 • Vistaprint LTD • Commercial printing • Massachusetts
This Third Amended and Restated Investor Rights Agreement (the “Agreement”) dated as of August 30, 2004, is entered into by and among VistaPrint Limited (the “Company”), the Prior Investors listed on Schedule I attached hereto (individually, a “Prior Investor” and, collectively, the “Prior Investors”), the Series A Investors listed on Schedule II attached hereto (individually, a “Series A Investor” and, collectively, the “Series A Investors”), and the Series B Investors listed on Schedule III attached hereto (individually, a “Series B Investor” and, collectively, the “Series B Investors”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2010 • Vistaprint N.V. • Commercial printing
This Amendment No. 1 to Employment Agreement is entered into this June 14, 2010 by Vistaprint USA, Incorporated (the “Company”) and Robert S. Keane (the “Employee”). The Company and the Employee previously entered into an Employment Agreement dated September 1, 2009 (the “Agreement”) and now wish to amend the Agreement to reflect the Employee’s compensation for the Company’s 2011 fiscal year.
Transition AgreementTransition Agreement • April 7th, 2008 • Vistaprint LTD • Commercial printing • Massachusetts
This Transition Agreement made as of this 3rd day of April, 2008 by and between VistaPrint Limited (“VistaPrint”), VistaPrint USA, Incorporated (“VistaPrint USA” and, together with VistaPrint, the “Company”) and Anne S. Drapeau (“Ms. Drapeau”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2013 • Vistaprint N.V. • Commercial printing
This Amendment No. 4 to Employment Agreement is entered into this September 1, 2013 by Vistaprint USA, Incorporated (the “Company”) and Robert S. Keane (the “Employee”). The Company and the Employee previously entered into an Employment Agreement dated September 1, 2009, as amended (the “Agreement”), and now wish to amend the Agreement further to reflect the Employee’s compensation for the Company’s 2014 fiscal year.
AMENDMENT NO. 2 Dated as of September 23, 2014 to CREDIT AGREEMENT Dated as of October 21, 2011Credit Agreement • September 25th, 2014 • Vistaprint N.V. • Commercial printing • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of September 23, 2014 by and among Vistaprint N.V. (the “Parent”), Vistaprint Limited (the “Company”), Vistaprint Schweiz GmbH, Vistaprint B.V. and Vistaprint USA, Incorporated (collectively, the “Subsidiary Borrowers” and, together with the Parent and the Company, the “Borrowers”), the Lenders parties hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of October 21, 2011, as amended and restated as of February 8, 2013, by and among the Borrowers, the other Subsidiary Borrowers party thereto from time to time, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
