INDEMNITY AGREEMENTIndemnity Agreement • April 15th, 2004 • Alibris Inc • Retail-nonstore retailers • Delaware
This Indemnity Agreement (this "Agreement"), dated as of , 2004, is made by and between Alibris, Inc., a Delaware corporation (the "Company"), and , a director and/or officer of the Company (the "Indemnitee").
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2004 • Alibris Inc • Retail-nonstore retailers • Delaware
INDEMNIFICATION AGREEMENT (this "Agreement") dated as of , 2004 by and among Alibris, Inc., a Delaware corporation (the "Company") and the indemnitees listed on the signature pages hereto (individually, as "Indemnitee" and, collectively, the "Indemnitees").
] Shares(1) ALIBRIS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2004 • Alibris Inc • Retail-nonstore retailers • California
DEALER DIRECT PROGRAM AGREEMENTDealer Direct Program Agreement • May 3rd, 2004 • Alibris Inc • Retail-nonstore retailers • New York
This DEALER DIRECT PROGRAM AGREEMENT ("Agreement") is made and entered into as of April 16, 2004 (the "Effective Date") by and between BARNES & NOBLE BOOKQUEST LLC, a Delaware limited liability company having an office at 76 Ninth Avenue, New York, New York 10011 ("BNBQ") and ALIBRIS, a California corporation having an office at 1250 45th Street, Suite 100, Emeryville, California 94608 ("Alibris").
SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 3rd, 2004 • Alibris Inc • California
THIS LOAN AND SECURITY AGREEMENT (the "Agreement") is entered into on the above date between SILICON VALLEY BANK ("Silicon"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 3rd, 2004 • Alibris Inc • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of April 1, 1998 (the "Effective Date"), by and Among INTERLOC, INC., a Washington corporation ("the Company"), and MARTIN J. MANLEY, an individual resident of California ("Executive"), with reference to the following:
Participation AgreementParticipation Agreement • March 3rd, 2004 • Alibris Inc
Welcome to the Amazon.com site (the "Site") and our auction and selling services (the "Services"). Any person who wants to access the Site and use the Services to sell items must accept the terms and conditions of this Participation Agreement without change. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.
Dealer Direct Program AgreementDealer Direct Program Agreement • March 12th, 2004 • Alibris Inc • Retail-nonstore retailers • New York
This DEALER DIRECT PROGRAM AGREEMENT ("Agreement") is made and entered into as of March 5, 2003 (the "Effective Date") by and between BARNES & NOBLE BOOKQUEST LLC, a Delaware limited liability company having an office at 76 Ninth Avenue, New York, New York 10011 ("BNBQ") and ALIBRIS, a California corporation having an office at 1250 45th Street, Suite 100, Emeryville, California 94608 ("Alibris").
Secured Full Recourse Promissory Note Emeryville, CaliforniaSecured Full Recourse Promissory Note • March 3rd, 2004 • Alibris Inc • California
Reference is made to that certain Immediately Exercisable Stock Option Exercise Agreement (the "Purchase Agreement") of even date herewith, by and between the undersigned (the "Purchaser") and ALIBRIS, a California corporation (the "Company"), issued to Purchaser under the Company's 2000 Equity Incentive Plan (the "Plan"). This Secured Full Recourse Promissory Note (the "Note") is being tendered by Purchaser to the Company as all or part of the total purchase price of the Shares (as defined below) pursuant to the Purchase Agreement.
ALIBRIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 3rd, 2004 • Alibris Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 18th day of February, 2004, by and among ALIBRIS, a California corporation (the "Company"), the holders set forth on Exhibit A attached hereto of the Company's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (the "Investors" and each an "Investor"), and solely with respect to Section 5 and Section 6 hereof, the holders set forth on Exhibit B attached hereto of the Company's Common Stock (the "Common Shareholders" and each a Common Shareholder").
QuickLinks -- Click here to rapidly navigate through this documentCommercial Real Estate Lease • April 15th, 2004 • Alibris Inc • Retail-nonstore retailers
CB COMMERCIAL INDUSTRIAL REAL ESTATE LEASE MULTI-TENANT FACILITIES CB COMMERCIAL REAL ESTATE GROUP, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 15th, 2004 • Alibris Inc • Retail-nonstore retailers • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is entered into as of April , 2004, by and between Alibris, a California corporation ("Alibris California"), and Alibris, Inc., a Delaware corporation ("Alibris Delaware"). Alibris California and Alibris Delaware are hereinafter sometimes collectively referred to as the "Constituent Corporations".
Schedule of Omitted DetailsOfficer Severance Agreement • March 3rd, 2004 • Alibris Inc • California
This schedule sets forth the only material details in which the document filed herewith differs from the actual documents between the Registrant and the Executive.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 3rd, 2004 • Alibris Inc • California
This Intellectual Property Security Agreement is entered into as of June 30, 2003 by and between SILICON VALLEY BANK ("Secured Party") and ALIBRIS, a California corporation ("Grantor").
