ContractNewgistics, Inc • March 9th, 2011 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH-ACT OR LAWS OR PURSUANT TO RULE 144 AND A SIMILAR EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
LEASE AGREEMENT BY AND BETWEEN DESTA TWO PARTNERSHIP, LTD. As LANDLORD, AND NEWGISTICS,INC. As TENANTLease Agreement • March 9th, 2011 • Newgistics, Inc • Texas
This Lease Agreement (“Lease”) is entered into as of the Effective Date specified in the Basic Lease Provisions by and between Landlord and Tenant. The Basic Lease Provisions attached hereto and the defined terms set out therein are hereby incorporated herein by reference.
INDEMNITY AGREEMENTIndemnity Agreement • March 9th, 2011 • Newgistics, Inc • Delaware
This Indemnity Agreement (this “Agreement”) is made and entered into on , 20 , between Newgistics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2011 • Newgistics, Inc • Massachusetts
This Employment Agreement (this “Agreement”) is made and entered into as of March 9, 2007 (the “Effective Date”), by and between Logistics Management, Inc., a Massachusetts corporation (the “Company”), and Michael A. Desmarais, an individual (the “Executive”),
STOCK PURCHASE AGREEMENT BY AND AMONG NEWGISTICS, INC. AND LOGISTICS MANAGEMENT, INC., ELMWOOD TRANSPORTATION SERVICES, INC. AND PRIME ADVANTAGE CORPORATION Dated as of March 9, 2007Stock Purchase Agreement • March 9th, 2011 • Newgistics, Inc • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of March 9, 2007, by and among Newgistics, Inc., a Delaware corporation (the “Purchaser), Logistics Management, Inc., a Massachusetts corporation (the “Company”), Elmwood Transportation Services, Inc., a Massachusetts corporation (“Elmwood”), and Prime Advantage Corporation, a Delaware corporation (the “Seller”).
ContractNewgistics, Inc • March 9th, 2011 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2011 • Newgistics, Inc
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment Agreement”) is entered into effective as of April 4, 2005 by and between Newgistics, Inc., a Delaware corporation (“Newgistics”), and William J. Razzouk (“Executive”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Employment Agreement dated as of March 31, 2005, by and between Newgistics and Executive (the “Employment Agreement”).
Restricted Stock AgreementRestricted Stock Agreement • March 9th, 2011 • Newgistics, Inc • Delaware
This Restricted Stock Agreement (the “Agreement”) is made as of July 30, 2010, by and between Newgistics, Inc., a Delaware corporation (the “Company”) and the Entrepreneurs Foundation of Central Texas, a nonprofit organization (the “Foundation”).
NEWGISTICS, INC. OMNIBUS AMENDMENT NO. 2 TO UNIT PURCHASE AGREEMENT THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIRD AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • March 9th, 2011 • Newgistics, Inc
This Omnibus Agreement (this “Agreement”) is entered into as of December 31, 2004, by and among Newgistics, Inc. (the “Company’), the Investors (as defined in the Unit Purchase Agreement, dated as of April 11, 2003 (the “Unit Purchase Agreement”)) parties to the Conversion Agreement, dated as of the date hereof (the “Conversion Agreement”), certain of the Investors and the Founders, as listed on Schedules A and B, respectively, to the Third Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), and certain of the Stockholders set forth on Schedules A and B to the Third Amended and Restated Voting Agreement (the “Voting Agreement”), each dated as of September 30, 2002. Capitalized terms used herein shall have the respective meanings ascribed to them in the Unit Purchase Agreement, the Investors’ Rights Agreement and the Voting Agreement, as applicable.
AMENDMENT TO AMENDED AND RESTATED WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • March 9th, 2011 • Newgistics, Inc
This Amendment to Amended and Restated Warrant to Purchase Stock (this “Amendment”) is entered into as of February 14, 2006, by and between COMERICA INCORPORATED (“Comerica”) and NEWGISTICS, INC. (“Company”). Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Warrant (as defined below).
NEWGISTICS, INC. COMERICA BANK FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 9th, 2011 • Newgistics, Inc • California
This FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of March 7, 2011, by and between Comerica Bank (“Bank”) and Newgistics, Inc. (“Borrower”).
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2011 • Newgistics, Inc
THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (this “Amendment Agreement”) is entered into effective as of January 2, 2011 by and between Newgistics, Inc., a Delaware corporation (“Newgistics”), and William J. Razzouk (“Executive”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Employment Agreement dated as of March 31, 2005, by and between Newgistics and Executive, as previously amended (the “Employment Agreement”).
FIRST AMENDMENT TO LEASE AGREEMENT BY AND BETWEEN DESTA TWO PARTNERSHIP, LTD. AS LANDLORD, AND NEWGISTICS, INC. AS TENANTLease Agreement • March 9th, 2011 • Newgistics, Inc
This is the First Amendment to the Lease Agreement by and between Desta Two Partnership, Ltd., as Landlord, and Newgistics, Inc., as Tenant, effective April 1, 2003 covering approximately 18,963 rentable square feet in the Terrace n Building (the “Lease”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2011 • Newgistics, Inc
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment Agreement”) is entered into effective as of November 8, 2006 by and between Newgistics, Inc., a Delaware corporation (“Newgistics”), and William J. Razzouk (“Executive”), Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Employment Agreement dated as of March 31, 2005, by and between Newgistics and Executive, as previously amended (the “Employment Agreement”).
THIRD AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 9th, 2011 • Newgistics, Inc
This Third Amended and Restated Intellectual Property Security Agreement is entered into as of March 7, 2011 by and between COMERICA BANK (“Bank”) and NEWGISTICS, INC., a Delaware corporation (“Grantor”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 9th, 2011 • Newgistics, Inc
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is entered into effective as of March 22, 2007, by and between NEWGISTICS, INC., a Delaware corporation (‘Tenant”), and BEHRINGER HARVARD TERRACE LP, a Texas limited partnership (“Landlord”).
NEWGISTICS, INC. OMNIBUS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIRD AMENDED AND RESTATED CO-SALE AND FIRST REFUSAL AGREEMENT THIRD AMENDED AND RESTATED VOTING AGREEMENTRights Agreement • March 9th, 2011 • Newgistics, Inc
THIS OMNIBUS AMENDMENT NO. 1 (this “Amendment Agreement”) is entered into as of April 11, 2003 by and among Newgistics, Inc., a Delaware corporation (the “Company”), certain of the Investors and the Founders set forth on Schedules A and B, respectively, to Third Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), certain of the Investors and the Founders set forth on Schedules A and B, respectively, to Third Amended and Restated Co-Sale and First Refusal Agreement (the “Co-Sale Agreement”) and certain of the Stockholders set forth on Schedules A and B to Third Amended and Restated Voting Agreement (the “Voting Agreement”), each dated as of September 30, 2002. Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the Investors’ Rights Agreement, the Co-Sale Agreement or the Voting Agreement, as applicable.
ACQUISITION AGREEMENT BY AND BETWEEN NEWGISTICS, INC., CORNERSTONE LOGISTIC SERVICES, INC., D/B/A CORNERSTONE SHIPPING SOLUTIONS, INC. AND THE HOLDERS OF CORNERSTONE LOGISTIC SERVICES, INC. CAPITAL STOCK LISTED ON SCHEDULE I HERETO DATED AS OF...Acquisition Agreement • March 9th, 2011 • Newgistics, Inc • Illinois
THIS ACQUISITION AGREEMENT, dated as of December 31, 2007, is made and entered into by and between Newgistics, Inc., a Delaware corporation (“Purchaser”), Cornerstone Logistic Services, Inc., an Illinois corporation (“CSS” or the “Company”), and the holders of CSS capital stock listed on Schedule I hereto (each, a “Seller,” and collectively, the “Sellers”).
NEWGISTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 30, 2002Investors’ Rights Agreement • March 9th, 2011 • Newgistics, Inc • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 30th day of September, 2002, by and among Newgistics, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor,” and the stockholders of the Company’s Common Stock listed on Schedule B hereto, each of which is herein referred to as a “Founder.”
July 25, 2000 Austin Ventures VII, L.P. Austin, Texas 78701Newgistics, Inc • March 9th, 2011
This letter will confirm our agreement that pursuant to your purchase of shares of Series A Preferred Stock of Newgistics, Inc (the “Company”), Austin Ventures VII, L.P. (“Purchaser”) will be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights and other rights specifically provided to all purchasers in the current financing:
ContractNewgistics, Inc • March 9th, 2011 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
THIRD AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • March 9th, 2011 • Newgistics, Inc • Delaware
THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is entered into effective as of September 30, 2002, by and among Newgistics, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”), the Series B Preferred Stock (the “Series B Preferred Stock”), the Series B-l Preferred Stock (the “Series B-l Preferred Stock”), the Series C Preferred Stock (the “Series C Preferred Stock”) and the Series D Preferred Stock (the “Series D Preferred Stock,” and together with the Series A Preferred Stock, the Series B Preferred Stock, the Series B-l Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) listed on the Schedule of Investors attached as Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and certain persons listed on Schedule B hereto as Common Stockholders (collectively, the “Common Stockholders”) who hold shares of the Company’s common stock, par value $0,00
Warrant Transfer AgreementWarrant Transfer Agreement • March 9th, 2011 • Newgistics, Inc • Texas
This WARRANT TRANSFER AGREEMENT (this “Agreement”) is entered into and effective as of November 18, 2008 by and between COMERICA BANK, a Texas banking association (“Bank”), and COMERICA VENTURES INCORPORATED, a California corporation (“Ventures”).
AMENDMENT TO WARRANT TO PURCHASE STOCKPurchase Stock • March 9th, 2011 • Newgistics, Inc
This Amendment to Warrant to Purchase Stock (this “Amendment”) is entered into as of November 4, 2005, by and between COMERICA INCORPORATED (“Comerica”) and NEWGISTICS, INC. (“Company”). Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Warrant (as defined below).
SECOND AMENDMENT TO WARRANT TO PURCHASE STOCKWarrant to Purchase Stock • March 9th, 2011 • Newgistics, Inc
This Second Amendment to Warrant to Purchase Stock (this “Amendment”) is entered into as of February 14,2006, by and between COMERICA INCORPORATED (“Comerica”) and NEWGISTICS, INC. (“Company”). Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in die Warrant (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2011 • Newgistics, Inc • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of March 31, 2005, by and between Newgistics, Inc., a Delaware corporation (the “Company”), and William J. Razzouk, an individual (the “Executive”).
