SPS Commerce, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • New York
Thomas Weisel Partners LLC As representative of the Underwriters named in Schedule I hereto, c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, CA 94104
WARRANT TO PURCHASE SERIES B CONVERTIBLE PREFERRED STOCK OF SPS COMMERCE, INC. Void after *February 3, 2016SPS Commerce Inc • March 5th, 2010 • Services-business services, nec • Delaware
This Notice of Adoption (“Adoption Notice”) is executed by the undersigned (the “Adopting Party”) pursuant to the terms of that certain Fourth Amended and Restated Voting and Co-Sale Agreement dated as of May 16, 2003, as may be amended from time to time (the “Agreement”), by and among SPS Commerce, Inc., a Delaware corporation, and the other parties thereto. Capitalized terms used but not defined herein will have the respective meanings ascribed to such terms in the Agreement. By the execution and delivery of this Adoption Notice, the Adopting Party agrees as follows:
WARRANT TO PURCHASE STOCKSPS Commerce Inc • March 5th, 2010 • Services-business services, nec • Delaware
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, SILICON VALLEY BANK (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.
SPS COMMERCE, INC. Incentive Stock Option Agreement Under the 2010 Equity Incentive PlanIncentive Stock Option Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • Delaware
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached.
AT-WILL CONFIDENTIALITY AGREEMENT REGARDING CERTAIN TERMS AND CONDITIONS OF EMPLOYMENT AT SPS COMMERCE, INC.Will Confidentiality Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • Minnesota
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) dated as of , 2008 (the “Effective Date”) is made between , , , MN (hereinafter referred to as “Employee”) and SPS Commerce, Inc., a Delaware corporation, with offices at 333 South Seventh Street, Suite 1000, Minneapolis, Minnesota 55402 (hereinafter referred to as “Employer”);
SPS COMMERCE, INC. Non-Statutory Stock Option Agreement Under the 2010 Equity Incentive Plan (Employee)SPS Commerce Inc • March 5th, 2010 • Services-business services, nec • Delaware
SPS Commerce, Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Optionee named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document which is attached.
SPS COMMERCE, INC. EMPLOYMENT, NONCOMPETITION AND NONDISCLOSURE AGREEMENTAnd Nondisclosure Agreement • March 5th, 2010 • SPS Commerce Inc • Services-business services, nec • Minnesota
This Amended and Restated Employment, Noncompetition, and Nondisclosure Agreement (the “Agreement”), dated as of October 31, 2008 (the “Effective Date”), is entered into by and between SPS Commerce, Inc., a Delaware corporation, and any successor company or corporation thereto (the “Company”), and Archie C. Black, a Minnesota resident (the “Employee”).
