ANDStock Purchase Agreement • May 18th, 2006 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledMay 18th, 2006 Company Industry Jurisdiction
EXHIBIT 1 Pitney Bowes Inc. Medium-Term Notes, Series C DISTRIBUTION AGREEMENTDistribution Agreement • September 25th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledSeptember 25th, 1998 Company Industry Jurisdiction
RECITALSStock Purchase Agreement • November 19th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledNovember 19th, 1998 Company Industry Jurisdiction
Rights Agent Rights AgreementRights Agreement • February 16th, 1996 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware
Contract Type FiledFebruary 16th, 1996 Company Industry Jurisdiction
SERVICE AGREEMENTService Agreement • February 17th, 2006 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledFebruary 17th, 2006 Company Industry
DEBT SECURITIESUnderwriting Agreement • April 29th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledApril 29th, 1998 Company Industry Jurisdiction
TOIndenture • April 29th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledApril 29th, 1998 Company Industry Jurisdiction
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK AND CLASS B COMMON STOCK OF ALYSIS TECHNOLOGIES, INC. AT $1.39 PER SHARE BY MAUI ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF PITNEY BOWES INC....Offer to Purchase • March 29th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledMarch 29th, 2001 Company Industry
TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience of reference only.Credit Agreement • May 24th, 2006 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledMay 24th, 2006 Company Industry Jurisdiction
TOSubordinated Indenture • October 26th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledOctober 26th, 2001 Company Industry Jurisdiction
TOIndenture • October 26th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledOctober 26th, 2001 Company Industry Jurisdiction
EXHIBIT 3 JOINT FILING AGREEMENTJoint Filing Agreement • March 29th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledMarch 29th, 2001 Company IndustryThe undersigned hereby agree that a Statement on Schedule 13D ("Schedule 13D"), with respect to the shares of common stock, par value $0.01 per share, of Alysis Technologies, Inc. and any amendments thereto be executed and filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and any such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
ANDSubscription Agreement • May 6th, 2005 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledMay 6th, 2005 Company Industry Jurisdiction
and-Stock Purchase Agreement • November 19th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledNovember 19th, 1998 Company Industry Jurisdiction
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 7th, 2015 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware
Contract Type FiledMay 7th, 2015 Company Industry JurisdictionThis TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK AND CLASS B COMMON STOCK OF ALYSIS TECHNOLOGIES, INC. AT $1.39 NET PER SHARE BY MAUI ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF PITNEY BOWES INC.Merger Agreement • March 29th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledMarch 29th, 2001 Company Industry
Underwriting Agreement Standard ProvisionsUnderwriting Agreement • May 5th, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledMay 5th, 2017 Company Industry JurisdictionThis Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Designated Securities and the obligation of the Underwriters to purchase any of the Designated Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of the Firm Securities, the maximum aggregate principal amount of the Optional Securities, if any, any initial public offering price of such Designated Securities or the manner of determining such price, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representative(s) of such Underwriters, the principal amount of such Designated Securities to be purchased by each
ContractGlobal Security Agreement • September 15th, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledSeptember 15th, 2017 Company Industry JurisdictionTHIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK AND CLASS B COMMON STOCK OF ALYSIS TECHNOLOGIES, INC. AT $1.39 NET PER SHARE BY MAUI ACQUISITION CORP., A WHOLLY OWNED SUBSIDIARY OF PITNEY BOWES INC.Offer to Purchase • March 29th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledMarch 29th, 2001 Company Industry
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 2nd, 2024 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware
Contract Type FiledMay 2nd, 2024 Company Industry JurisdictionThis Indemnification Agreement, dated as of April 10, 2024 (this “Agreement”), is made by and between Pitney Bowes Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
ContractGlobal Security Agreement • March 13th, 2014 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledMarch 13th, 2014 Company Industry JurisdictionTHIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 7th, 2015 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware
Contract Type FiledMay 7th, 2015 Company Industry Jurisdiction
Exhibit (iii) ----------------------------------------------------------------- --------------- =============================================================== ================= Management's Discussion and Analysis ========================...Management's Discussion and Analysis • March 27th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledMarch 27th, 1998 Company Industry
7.250% SENIOR NOTES DUE 2029 INDENTURE Dated as of March 19, 2021Indenture • March 24th, 2021 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledMarch 24th, 2021 Company Industry JurisdictionINDENTURE, dated as of March 19, 2021, among Pitney Bowes Inc., a Delaware corporation (the “Issuer”), the Guarantors from time to time parties hereto, and Truist Bank, as trustee (the “Trustee”).
Underwriting Agreement Standard ProvisionsUnderwriting Agreement • September 13th, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledSeptember 13th, 2017 Company Industry JurisdictionThis Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of the Company to issue and sell any of the Designated Securities and the obligation of the Underwriters to purchase any of the Designated Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of the Firm Securities, the maximum aggregate principal amount of the Optional Securities, if any, any initial public offering price of such Designated Securities or the manner of determining such price, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representative(s) of such Underwriters, the principal amount of such Designated Securities to be purchased by each
EXECUTION VERSION Credit Agreement (2017 Term Loan) [[3673763]] PITNEY BOWES INC. _____________________________ CREDIT AGREEMENT $200,000,000 Dated as of September 12, 2017 ______________________________ JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • November 2nd, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledNovember 2nd, 2017 Company Industry Jurisdiction
EXECUTION VERSION SECOND AMENDMENT dated as of September 12, 2017 (this “Amendment”) to the CREDIT AGREEMENT dated as of January 6, 2015, and amended on May 31, 2017 (as in effect immediately prior to the effectiveness of this Amendment, the “Credit...Credit Agreement • November 2nd, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledNovember 2nd, 2017 Company Industry Jurisdiction
ContractTerm Loan Credit Facility • February 20th, 2019 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledFebruary 20th, 2019 Company Industry JurisdictionFIRST AMENDMENT dated as of December 14, 2018 (this “Amendment”) to the CREDIT AGREEMENT dated as of September 12, 2017 (the “Credit Agreement”), among PITNEY BOWES INC., a corporation duly organized and validly existing under the laws of the State of Delaware, the BANKS party thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
QuickLinks -- Click here to rapidly navigate through this documentDistribution Agreement • November 16th, 2004 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledNovember 16th, 2004 Company Industry Jurisdiction
Exhibit (viii) -------------- SEPARATION AGREEMENT AGREEMENT dated as of October 27, 2000 between Pitney Bowes Inc., a Delaware corporation (the "Company"), and Marc C. Breslawsky ("the Executive"). WHEREAS, Marc C. Breslawsky is a valued executive of...Separation Agreement • March 26th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec • Connecticut
Contract Type FiledMarch 26th, 2001 Company Industry Jurisdiction
Pitney Bowes Inc. (“Issuer”) Global Medium-Term Notes TERMS AGREEMENTDistribution Agreement • March 7th, 2008 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledMarch 7th, 2008 Company IndustryReference is made to the Distribution Agreement, dated July 6, 2005, among the Issuer and the distributors named therein (the “Distribution Agreement”) relating to the Issuer’s Global Medium-Term Notes.
CONFIDENTIALITY AGREEMENT First Union Securities, Inc. 301 South College Street, 4th Floor Charlotte, North Carolina 28288-8905 Ladies and Gentlemen: You have advised us that you are acting on behalf of Alysis Technologies, Inc. ("Alysis" or the...Confidentiality Agreement • March 29th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledMarch 29th, 2001 Company Industry
COOPERATION AGREEMENTCooperation Agreement • February 1st, 2024 • Pitney Bowes Inc /De/ • Office machines, nec
Contract Type FiledFebruary 1st, 2024 Company IndustryThis Cooperation Agreement (this “Agreement”), dated as of January 31, 2024 is by and between (i) Hestia Capital Partners, LP and each of the persons set forth on Exhibit A (collectively, “Hestia Capital”) and (ii) Pitney Bowes Inc. (the “Company”). Unless otherwise defined in this Agreement, capitalized terms shall have the meanings given to them in Section 7. In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Hestia Capital and the Company agree as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF DRF LOGISTICS, LLCLimited Liability Company Agreement • August 9th, 2024 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware
Contract Type FiledAugust 9th, 2024 Company Industry JurisdictionThis Amended and Restated Limited Liability Company Agreement (this “Agreement”) of DRF Logistics, LLC, a Delaware limited liability company (the “Company”), effective as of August 8, 2024, (the “Effective Date”), is entered into by and between Pitney Bowes International Holdings, Inc., a Delaware Corporation (“PBIHI”) and HCI DRF, LLC, a Delaware limited liability company (“Hilco” and together, with PBIHI, the “Members” or each, a “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 De.C. § 18-101, et seq.), as amended from time to time (the “Act”).
NOTE PURCHASE AGREEMENT dated as of July 31, 2023, among PITNEY BOWES INC., as the Issuer, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, ALTER DOMUS (US) LLC, as Noteholder Representative, and THE NOTEHOLDERS FROM TIME TO TIME PARTY HERETONote Purchase Agreement • July 31st, 2023 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Contract Type FiledJuly 31st, 2023 Company Industry JurisdictionNOTE PURCHASE AGREEMENT, dated as of July 31, 2023, among Pitney Bowes Inc., a Delaware corporation (the “Issuer”), Alter Domus (US) LLC, as the noteholder representative (in such capacity, including any successor thereto, the “Noteholder Representative”) under the Note Documents, each Subsidiary Guarantor from time to time party hereto, and each noteholder from time to time party hereto (collectively, the “Noteholders” and individually, a “Noteholder”).