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Pitney Bowes Inc /De/ Sample Contracts

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Stock Purchase Agreement • May 18th, 2006 • Pitney Bowes Inc /De/ • Office machines, nec • New York
EXHIBIT 1 Pitney Bowes Inc. Medium-Term Notes, Series C DISTRIBUTION AGREEMENT
Distribution Agreement • September 25th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
RECITALS
Stock Purchase Agreement • November 19th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Rights Agent Rights Agreement
Rights Agreement • February 16th, 1996 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware
SERVICE AGREEMENT
Service Agreement • February 17th, 2006 • Pitney Bowes Inc /De/ • Office machines, nec
DEBT SECURITIES
Underwriting Agreement • April 29th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
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Indenture • April 29th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
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Subordinated Indenture • October 26th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec • New York
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Indenture • October 26th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec • New York
EXHIBIT 3 JOINT FILING AGREEMENT
Joint Filing Agreement • March 29th, 2001 • Pitney Bowes Inc /De/ • Office machines, nec

The 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.

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Subscription Agreement • May 6th, 2005 • Pitney Bowes Inc /De/ • Office machines, nec • New York
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Stock Purchase Agreement • November 19th, 1998 • Pitney Bowes Inc /De/ • Office machines, nec • New York
TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • May 7th, 2015 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware

This 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).

Underwriting Agreement Standard Provisions
Underwriting Agreement • May 5th, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York

This 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

Contract
Global Security Agreement • September 15th, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York

THIS 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.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 2nd, 2024 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware

This 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”).

Contract
Global Security Agreement • March 13th, 2014 • Pitney Bowes Inc /De/ • Office machines, nec • New York

THIS 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 MERGER
Merger Agreement • May 7th, 2015 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware
7.250% SENIOR NOTES DUE 2029 INDENTURE Dated as of March 19, 2021
Indenture • March 24th, 2021 • Pitney Bowes Inc /De/ • Office machines, nec • New York

INDENTURE, 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 Provisions
Underwriting Agreement • September 13th, 2017 • Pitney Bowes Inc /De/ • Office machines, nec • New York

This 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

Contract
Term Loan Credit Facility • February 20th, 2019 • Pitney Bowes Inc /De/ • Office machines, nec • New York

FIRST 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.

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Distribution Agreement • November 16th, 2004 • Pitney Bowes Inc /De/ • Office machines, nec • New York
Pitney Bowes Inc. (“Issuer”) Global Medium-Term Notes TERMS AGREEMENT
Distribution Agreement • March 7th, 2008 • Pitney Bowes Inc /De/ • Office machines, nec

Reference 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.

COOPERATION AGREEMENT
Cooperation Agreement • February 1st, 2024 • Pitney Bowes Inc /De/ • Office machines, nec

This 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, LLC
Limited Liability Company Agreement • August 9th, 2024 • Pitney Bowes Inc /De/ • Office machines, nec • Delaware

This 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 HERETO
Note Purchase Agreement • July 31st, 2023 • Pitney Bowes Inc /De/ • Office machines, nec • New York

NOTE 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”).