JOINDER AGREEMENTJoinder Agreement • December 29th, 2011 • Vistaprint N.V. • Commercial printing • New York
JOINDER AGREEMENT dated as of December 27, 2011, among Vistaprint Limited, a Bermuda company (the “Company”), Vistaprint N.V., a public limited company organized under the laws of the Netherlands, with its statutory seat in Venlo, the Netherlands (the “New Borrower”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”).
FORM OF RESTRICTED SHARE AWARD AGREEMENT UNDER THE VISTAPRINT N.V.Restricted Share Award Agreement • December 29th, 2011 • Vistaprint N.V. • Commercial printing
Pursuant to the Vistaprint N.V. 2011 Inducement Share Plan (the “Plan”), Vistaprint N.V., a public limited company (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), hereby transfers to the Grantee named above the number of ordinary shares, par value €0.01 per share (the “Shares”) of the Company specified above in accordance with Section 2:86c of the Dutch Civil Code, subject to the restrictions and conditions set forth herein and in the Plan (the “Award”), and the Grantee accepts the Shares transferred in accordance with this Award Agreement. This Award is intended to be an award of Shares described in Rule 5635(c)(4) of the Marketplace Rules of the NASDAQ Stock Market, Inc. and is being made to the Grantee as an inducement material to the Grantee’s entering into employment with the Company or its Subsidiary.
AMENDMENT NO. 1 Dated as of December 27, 2011 to CREDIT AGREEMENT Dated as of October 21, 2011Credit Agreement • December 29th, 2011 • Vistaprint N.V. • Commercial printing • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of December 27, 2011 by and among Vistaprint Limited (the “Company”), Vistaprint B.V. and Vistaprint Schweiz GmbH (and together with the Company, the “Borrowers”), Vistaprint N.V. (the “Parent”), the Lenders parties hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of October 21, 2011, by and among the Borrowers, the Parent, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
BORROWING SUBSIDIARY AGREEMENTBorrowing Subsidiary Agreement • December 29th, 2011 • Vistaprint N.V. • Commercial printing • New York
BORROWING SUBSIDIARY AGREEMENT dated as of December 27, 2011, among Vistaprint Limited, a Bermuda company (the “Company”), Vistaprint USA, Incorporated, a Delaware corporation (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”).
