ACV Auctions Inc. Class A Common Stock, Par Value $0.001 Per Share Underwriting AgreementUnderwriting Agreement • March 15th, 2021 • ACV Auctions Inc. • Services-business services, nec • New York
ACV Auctions Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) and, at the election of the Underwriters, up to [●] additional shares of Class A Common Stock, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters, at the election of the Underwriters, up to [●] shares of Class A Common Stock. The aggregate of [●] shares of Class A Common Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [●] additional shares of Class A Common Stock to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and
ACV AUCTIONS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 15th, 2021 • ACV Auctions Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between ACV Auctions Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
REVOLVING CREDIT AND SECURITY AGREEMENT among ACV CAPITAL FUNDING II LLC, as Borrower, THE FUNDING AGENTS FROM TIME TO TIME PARTIES HERETO, THE COMMITTED LENDERS FROM TIME TO TIME PARTIES HERETO, THE CONDUIT LENDERS FROM TIME TO TIME PARTIES HERETO,...Revolving Credit and Security Agreement • August 7th, 2024 • ACV Auctions Inc. • Services-business services, nec • New York
REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of June 20, 2024, among ACV Capital Funding II LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, the “Borrower”), the FUNDING AGENTS for the Facility Groups (as defined herein) from time to time party hereto (the “Funding Agents”), the CONDUIT LENDERS from time to time party hereto, the COMMITTED LENDERS from time to time party hereto and Citibank, N.A., as Administrative Agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Administrative Agent”).
LEASE AGREEMENTLease Agreement • February 26th, 2021 • ACV Auctions Inc. • Services-business services, nec • New York
THIS LEASE AGREEMENT (this “Lease”) is made as of the 30th day of November, 2017, by and between 640 Ellicott Street, LLC, a New York limited liability company with offices at 640 Ellicott Street, Suite 400, Buffalo, New York 14203 (the “Landlord”) and ACV Auctions Inc., a Delaware corporation with offices at 640 Ellicott Street, Buffalo, New York 14203 (the “Tenant”).
Performance GuarantyPerformance Guaranty • August 7th, 2024 • ACV Auctions Inc. • Services-business services, nec • New York
This Performance Guaranty (this “Guaranty”) is made as of June 20, 2024, by ACV Auctions Inc., a Delaware corporation (the “Guarantor”), in favor of Citibank, N.A., as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties under the Credit Agreement (as defined below) and the Facility Documents (as defined in such Credit Agreement) executed in connection therewith.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • February 21st, 2024 • ACV Auctions Inc. • Services-business services, nec
This Third Amendment To Lease Agreement (this "Third Amendment") by and between 640 Ellicott Street, LLC, a New York limited liability company having an address at 640 Ellicott Street, Suite 401, Buffalo New York 14203 (the "Landlord") and ACV Auctions Inc., a Delaware corporation with offices at 640 Ellicott Street, Buffalo, New York 14203 (the "Tenant") is effective the 2nd day of January, 2024 (the "Effective Date").
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • February 21st, 2024 • ACV Auctions Inc. • Services-business services, nec
This second amendment to lease agreement (this “Second Amendment”) by and between 640 Ellicott Street, LLC, a New York limited liability company having an address at 640 Ellicott Street, Suite 401, Buffalo New York 14203 (the “Landlord”) and ACV Auctions Inc., a Delaware corporation with offices at 640 Ellicott Street, Buffalo, New York 14203 (the “Tenant”) is effective the 1st day of May, 2023 (the “Effective Date”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2020 • ACV Auctions Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (as amended from time to time in accordance with Section 6.9, this “Agreement”) is made and entered into as of August 12, 2016 but is not deemed to be effective until September 16, 2016 (the “Effective Date”) by and between ACV Auctions Inc., a Delaware corporation (the “Company”), and George Chamoun (“Executive”).
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • February 21st, 2024 • ACV Auctions Inc. • Services-business services, nec
This Fourth Amendment To Lease Agreement (this "Fourth Amendment") by and between 640 Ellicott Street, LLC, a New York limited liability company having an address at 640 Ellicott Street, Suite 40 I, Buffalo New York 14203 (the "Landlord") and ACY Auctions Inc., a Delaware corporation with offices at 640 Ellicott Street, Buffalo, New York 14203 (the "Tenant") is effective the 3 I st day of January, 2024 (the "Effective Date").
ACV Capital LLC, as Seller and ACV Capital Funding II LLC, as Purchaser Purchase and Sale Agreement Dated June 20, 2024Purchase and Sale Agreement • August 7th, 2024 • ACV Auctions Inc. • Services-business services, nec • New York
This Purchase and Sale Agreement, dated as of June 20, 2024, by and between ACV Capital LLC, a Delaware limited liability company (the “Seller”), and ACV Capital Funding II LLC, a Delaware limited liability company (the “Purchaser”).
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • May 8th, 2024 • ACV Auctions Inc. • Services-business services, nec
This Fifth Amendment To Lease Agreement (this “Fifth Amendment”) by and between 640 Ellicott Street, LLC, a New York limited liability company having an address at 640 Ellicott Street, Suite 401, Buffalo New York 14203 (the “Landlord”) and ACV Auctions, Inc., a Delaware corporation with offices at 640 Ellicott Street, Buffalo, New York 14203 (the “Tenant”) is effective the ____ day of March, 2024 (the “Effective Date”).
ACV Capital Funding II LLC, as Borrower ACV Capital LLC, as Servicer and Citibank, N.A., as Administrative Agent Servicing Agreement Dated June 20, 2024Servicing Agreement • August 7th, 2024 • ACV Auctions Inc. • Services-business services, nec • New York
This Servicing Agreement (“Agreement”) is made and entered into as of June 20, 2024, between ACV Capital Funding II LLC, a Delaware limited liability company (“Borrower”), ACV Capital LLC, a Delaware limited liability company (“Servicer”), and Citibank, N.A. (“Administrative Agent”).
Re: Confirmatory Offer of EmploymentEmployment Agreement • March 15th, 2021 • ACV Auctions Inc. • Services-business services, nec
This offer letter confirms the terms of your continued employment with ACV Auctions Inc. (the “Company”), as its [ ] in the Company’s __________________ office. Of course, the Company may change your position, duties, and work location from time to time in its discretion. This letter supersedes and replaces the terms of your [employment agreement][offer letter agreement] with the Company dated, [Click And Type Date].
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • February 21st, 2024 • ACV Auctions Inc. • Services-business services, nec
This first amendment to lease agreement (this "First Amendment") by and between 640 Ellicott Street, LLC, a New York limited liability company having an address at 640 Ellicott Street, Suite 401, Buffalo New York 14203 (the "Landlord") and ACY Auctions Inc., a Delaware corporation with offices at 640 Ellicott Street, Buffalo, New York 14203 (the "Tenant") is effective the 1st day of April, 2023 (the "Effective Date").
ContractRevolving Credit Amendment • November 7th, 2024 • ACV Auctions Inc. • Services-business services, nec • New York
AMENDMENT NO. 3 dated as of October 7, 2024 (this “Amendment”) by and among ACV Auctions Inc., a Delaware corporation (the “Borrower”), each Lender party hereto (constituting the Required Lenders) (the “Consenting Lenders”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (in such capacity, the “Administrative Agent”) to the Revolving Credit Amendment dated as of August 24, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, the Credit Agreement as amended hereby, the “Amended Credit Agreement”) among the Borrower, the Lenders from time to time party thereto, and JPMorgan, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Amended Credit Agreement.
ContractRevolving Credit Amendment • August 7th, 2024 • ACV Auctions Inc. • Services-business services, nec • New York
AMENDMENT NO. 2 dated as of June 20, 2024 (this “Amendment”) by and among ACV Auctions Inc., a Delaware corporation (the “Borrower”), each Lender party hereto (constituting the Required Lenders) (the “Consenting Lenders”) and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (in such capacity, the “Administrative Agent”) to the Revolving Credit Amendment dated as of August 24, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and, the Credit Agreement as amended hereby, the “Amended Credit Agreement”) among the Borrower, the Lenders from time to time party thereto, and JPMorgan, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Amended Credit Agreement.
FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 26th, 2021 • ACV Auctions Inc. • Services-business services, nec • Delaware
THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 2nd day of September, 2020, by and among ACV Auctions Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and Future Fund Investment Company No.4 Pty Ltd (ACN 134 338 908) (the “FF Beneficial Investor”).
Limited Indemnity AgreementIndemnification & Liability • August 7th, 2024 • ACV Auctions Inc. • Services-business services, nec • New York
This Indemnity Agreement, dated as of June 20, 2024 (this “Indemnity”), is made by ACV Auctions Inc., a corporation organized under the laws of Delaware (“Indemnitor”), in favor of Citibank, N.A., as administrative agent for the Secured Parties (in such capacities, “Administrative Agent”).
