ContractWarrant Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 18, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and BORDERFREE, INC., f/k/a FIFTYONE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement dated as of September 17, 2009, between Borrower and Bank, as amended by that certain First Loan Modification Agreement dated as of October 27, 2009, between Borrower and Bank, as amended by that certain Second Loan Modification Agreement dated as of January 21, 2010, between Borrower and Bank, as amended by that certain Third Loan Modification Agreement dated as of October 19, 2010, between Borrower and Bank, as amended by that certain Fourth Loan Modi
ContractWarrant Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JUNE 28, 2012Investors’ Rights Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 28th day of June, 2012, by and among FiftyOne, Inc., a Delaware corporation (the “Company”), the purchasers identified in Schedule 1 attached hereto (each an “Purchaser” and collectively the “Purchasers”) and the parties identified in Schedule 2 attached hereto (the “Previous Investors;” and the Purchasers and the Previous Investors shall collectively be referred to herein as the “Investors”). Terms used herein and not otherwise defined shall have the meaning assigned thereto in the Share Purchase Agreement (as defined below).
ContractWarrant Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
AGREEMENT OF LEASE METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC TO FIFTYONE, INC.Lease Agreement • February 18th, 2014 • Borderfree, Inc. • Services-business services, nec • New York
AGREEMENT OF LEASE (the “Agreement”) made as of February , 2012 by and between METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC, having an office c/o Herald Square Properties, 885 Third Avenue, 19th Floor, New York, New York 10022, party of the first part, hereinafter referred to as “Landlord” and FIFTYONE, INC., a Delaware corporation, having an office at 8 West 40th Street, New York, New York 10018 party of the second part, hereinafter referred to as “Tenant”.
