INDEMNIFICATION AGREEMENTIndemnification Agreement • July 28th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [Date] by and between BigCommerce Holdings, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in Section 13.
●] Shares BIGCOMMERCE HOLDINGS, INC. SERIES 1 COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • New York
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 17th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 28, 2020 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b)(i) BIGCOMMERCE HOLDINGS, INC., a Delaware corporation (“Delaware Borrower”), (ii) BIGCOMMERCE, INC., a Texas corporation (“Texas Borrower”), and (iii) BIGCOMMERCE PTY LTD ACN 107 422 631, a company incorporated under the laws of Australia (“Australian Borrower”; and together with Delaware Borrower and Texas Borrower, jointly and severally, individually and collectively, “Borrower”) provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.
●] Shares BIGCOMMERCE HOLDINGS, INC. SERIES 1 COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • New York
BIGCOMMERCE HOLDINGS, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 7, 2024 7.5% Convertible Senior Notes due 2028Indenture • August 8th, 2024 • BigCommerce Holdings, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of August 7, 2024, between BigCommerce Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
CONTINGENT CONVERTIBLE DEBT AGREEMENTContingent Convertible Debt Agreement • March 17th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • Texas
THIS CONTINGENT CONVERTIBLE DEBT AGREEMENT (this “Agreement”) dated as of October 27, 2017 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b)(i) BIGCOMMERCE HOLDINGS, INC., a Delaware corporation (“Delaware Borrower”), (ii) BIGCOMMERCE, INC., a Texas corporation (“Texas Borrower”), and (iii) BIGCOMMERCE PTY LTD, a company incorporated under the laws of Australia (“Australian Borrower”; and together with Delaware Borrower and Texas Borrower, jointly and severally, individually and collectively, “Borrower”) provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
ContractWarrant Agreement • July 13th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
BIGCOMMERCE HOLDINGS, INC. FOURTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • July 13th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • Delaware
THIS FOURTH AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 19th day of April, 2018, by and among BigCommerce Holdings, Inc., a Delaware corporation (the “Company”), each holder of the Company’s Series A Preferred Stock, $0.0001 par value per share (“Series A Preferred Stock”), Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”), Series C Preferred Stock, $0.0001 par value per share (“Series C Preferred Stock”), Series D Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock”), Series D-1 Preferred Stock, $0.0001 par value per share (“Series D-1 Preferred Stock”), Series E Preferred Stock, $0.0001 par value per share (“Series E Preferred Stock”), Series E-1 Preferred Stock, $0.0001 par value per share (“Series E-1 Preferred Stock”) and Series F Preferred Stock, $0.0001 par value (“Series F Preferred Stock,” and referred to herein collectively with the Series A Preferred Stock, Series B Preferred
FIRST AMENDMENT TO LEASELease • February 14th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [***] has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed PAYPAL COMMERCE...Global Partner Agreement • June 29th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software
THIS PAYPAL COMMERCE PLATFORM GLOBAL PARTNER AGREEMENT, together with all SOWs (defined below), attachments, exhibits, schedules, addenda, and other documents attached hereto or incorporated herein by reference (collectively this “Agreement”), effective as of January 1, 2020 (the “Effective Date”), is made by and among:
BIGCOMMERCE HOLDINGS, INC. PERFORMANCE UNITS AGREEMENT (For U.S. Participants)Performance Units Agreement • March 8th, 2024 • BigCommerce Holdings, Inc. • Services-prepackaged software • Delaware
BigCommerce Holdings, Inc. has granted to the Participant named in the Notice of Grant of Performance Units (the “Grant Notice”) to which this Performance Units Agreement (the “Agreement”) is attached an Award consisting of Performance Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the BigCommerce Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accept
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 30th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software
This First Amendment to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 29th day of September, 2020, by and among (a) Silicon Valley Bank (“Bank”) and (b)(i) BIGCOMMERCE HOLDINGS, INC., a Delaware corporation (“Delaware Borrower”), (ii) BIGCOMMERCE, INC., a Texas corporation (“Texas Borrower”), and (iii) BIGCOMMERCE PTY LTD ACN 107 422 631, a company incorporated under the laws of Australia (“Australian Borrower”; and together with Delaware Borrower and Texas Borrower, jointly and severally, individually and collectively, “Borrower”).
SECOND AMENDMENT TO LEASELease • July 13th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into as of October 4, 2018, by and between G&I VII FOUR POINTS LP, a Delaware limited partnership (“Landlord”), and BIGCOMMERCE, INC., a Texas corporation (“Tenant”).
BIGCOMMERCE HOLDINGS, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 13th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • New York
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of April 19, 2018, by and among BigCommerce Holdings, Inc., a Delaware corporation (the “Company”), Wadih Phillipe Machaalani and Mitchell Harper (the “Founders”), and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
Acknowledgement and Agreement Regarding Revised Acceleration Terms for all Outstanding Equity Awards and Revised Severance TermsAcknowledgement and Agreement Regarding Revised Acceleration Terms and Severance Terms • May 4th, 2022 • BigCommerce Holdings, Inc. • Services-prepackaged software
The undersigned (“Service Provider”) hereby acknowledges and agrees to the following terms with respect to his or her employment relationship with BigCommerce Holdings, Inc. (the “Company”), in consideration of Service Provider’s continued employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Service Provider. References to the Company shall include each of the Company’s wholly-owned subsidiaries unless the context dictates otherwise.
BigCommerce Holdings, Inc. Letterhead] [Date], 2022Severance Agreement • August 12th, 2022 • BigCommerce Holdings, Inc. • Services-prepackaged software • Texas
As you know, in accordance with the terms of the offer letter dated [ ] between you and BigCommerce Holdings, Inc. (the “Company”) and [that certain Acknowledgement and Agreement Regarding Revised Acceleration Terms for all Outstanding Equity Awards and Revised Severance Terms dated [ ] between you and the Company] ([collectively, and] as amended, the “Offer Letter”) you are eligible to receive certain severance payments and benefits upon certain terminations of your employment with the Company. You are receiving this letter (this “Letter”) because the Company has determined to clarify and supplement the severance payments and benefits for which you may be eligible upon certain terminations of your employment with the Company, upon and subject to the terms and conditions set forth in this Letter.
BIGCOMMERCE HOLDINGS, INC. FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • March 17th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • Delaware
THIS FOURTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made as of the 19th day of April, 2018 by and among BigCommerce Holdings, Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A, the Founders listed on Schedule B and the Key Holders listed on Schedule C.
Certain confidential information contained in this document, marked by “[***]”, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed BigCommerce Holdings, Inc. Exchange Agreement July 31, 2024Exchange Agreement • August 1st, 2024 • BigCommerce Holdings, Inc. • Services-prepackaged software • New York
EXCHANGE AGREEMENT, dated as of July 31, 2024 (this “Agreement”), between BigCommerce Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”), on its own behalf and on behalf of each of the beneficial owners listed on Exhibit A-1 hereto (each, an “Account”) for whom the Investor holds contractual and investment authority (each Account, including the Investor if it is exchanging Existing Notes in the Exchange (each, as defined below) on its own behalf, an “Exchanging Investor”). If there is only one Account or Exchanging Investor, then each reference thereto in this Agreement will be deemed to refer to such Account or Exchanging Investor, as applicable, in the singular, mutatis mutandis.
Acknowledgement and Agreement Regarding Revised Acceleration Terms for all Outstanding Equity Awards and Revised Severance TermsAcknowledgement and Agreement Regarding Revised Acceleration Terms and Severance Terms • May 4th, 2022 • BigCommerce Holdings, Inc. • Services-prepackaged software
The undersigned (“Service Provider”) hereby acknowledges and agrees to the following terms with respect to his or her employment relationship with BigCommerce Holdings, Inc. (the “Company”), in consideration of Service Provider’s continued employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Service Provider. References to the Company shall include each of the Company’s wholly-owned subsidiaries unless the context dictates otherwise.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTERISKS [***], HAVE BEEN OMITTED BECAUSE THE CONFIDENTIAL OMITTED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS...Asset Purchase Agreement • July 27th, 2021 • BigCommerce Holdings, Inc. • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT, dated as of July 23, 2021, is by and among BigCommerce Omni, LLC (“Buyer”), an indirect wholly-owned subsidiary of BigCommerce Holdings, Inc. (“Parent”), Feedonomics LLC, a California limited liability company (“Seller”), Shawn Lipman, the trustees of SJL Trust dated April 6, 2004, Gary Puterman, the trustees of Gary Puterman and Loren Puterman Living Trust, dated January 17, 2002, Brian Roizen, Robert Roizen, Jeremy Levy, and the trustees of MDA Trust dated April 6, 2004 (each a “Seller Interestholder,” and collectively the “Seller Interestholders”) and Parent, solely for the purposes of the covenants of Parent under Section 5.19.
FOUR POINTS CENTRE BUILDING II OFFICE LEASE by and between NEW TPG-FOUR POINTS, L.P. and BIGCOMMERCE, INC. Dated: November 20, 2012Office Lease • July 13th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • Texas
This lease summary is made a part of the Lease and it shall be incorporated into the provisions thereof; provided, however, that to the extent that there exists a conflict between this lease summary and the Lease, the Lease shall govern.
BigCommerce Holdings, Inc. Acknowledgement and Agreement Regarding Revised Acceleration Terms for all Outstanding Equity Awards and Revised Severance TermsAcknowledgement and Agreement Regarding Revised Acceleration Terms and Severance Terms • June 29th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software
The undersigned (“Service Provider”) hereby acknowledges and agrees to the following terms with respect to his or her employment relationship with BigCommerce Holdings, Inc. (the “Company”), in consideration of Service Provider’s continued employment with the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Service Provider. References to the Company shall include each of the Company’s wholly-owned subsidiaries unless the context dictates otherwise.
AMENDMENT #1 TO DHATT OFFER LETTEREmployment Agreement • June 29th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software
This Amendment #1 (the “Amendment”) to the letter agreement extending an employment offer dated September 9, 2016 (the “Agreement”), from BigCommerce, Inc. (“BigCommerce”) to Brian Dhatt is entered into and effective on February 2, 2017 (the “Amendment Effective Date”). Unless otherwise provided, capitalized terms shall have the meanings ascribed them in the Agreement.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • March 17th, 2020 • BigCommerce Holdings, Inc. • Services-prepackaged software • Texas
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 28, 2020 (the “Effective Date”) among (a) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“Lender”), and (b)(i) BIGCOMMERCE HOLDINGS, INC., a Delaware corporation (“Delaware Borrower”), (ii) BIGCOMMERCE, INC., a Texas corporation (“Texas Borrower”), and (iii) BIGCOMMERCE PTY LTD ACN 107 422 631, a company incorporated under the laws of Australia (“Australian Borrower”; and together with Delaware Borrower and Texas Borrower, jointly and severally, individually and collectively, “Borrower”) provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender.
