Commerce.com, Inc. 10-Q

Item 5. Other Information On November 3, 2020, the Company terminated the Mezzanine Facility effective as of November 6, 2020. The Mezzanine Facility remained undrawn as of September 30, 2020 at the expiration of the draw period and was terminated as a result of such expiration. The terms and conditions of the Mezzanine Facility are disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q, which disclosures are incorporated herein by reference. Item 6. Exh ibits Exhibit Index Exhibit Incorporated by Reference Number Description Form File No. Exhibit Filing Date 3.1 Seventh Amended and Restated Certificate of Incorporation of the registrant. 8-K 001-39423 3.1 August 10, 2020 3.2 Amended and Restated Bylaws of the registrant. 8-K 001-39423 3.2 August 10, 2020 10.1+ Form of Indemnification Agreement between the registrant and each of its directors and executive officers. S-1/A 333-239838 10.4 July 28, 2020 10.2+ BigCommerce Holdings, Inc. 2013 Amended and Restated Stock Plan. S-1 333-239838 10.5 July 13, 2020 10.3+ BigCommerce Holdings, Inc. 2020 Equity Incentive Plan. S-1/A 333-239838 10.6 July 28, 2020 10.4+ BigCommerce Holdings, Inc. 2020 Employee Stock Purchase Plan. S-1 333-239838 10.7 July 28, 2020 10.5 Third Amended and Restated Loan and Security Agreement, dated February 28, 2020, by and among Silicon Valley Bank, the Registrant, BigCommerce, Inc., and BigCommerce PTY LTD ACN 107 422 631. S-1 333-239838 10.8 July 13, 2020 10.6 Contingent Convertible Debt Agreement, dated October 27, 2017, by and among Silicon Valley Bank, the Registrant, BigCommerce, Inc., and BigCommerce PTY LTD ACN 107 422 631. S-1 333-239838 10.9 July 13, 2020 10.7 2020 Contingent Convertible Debt Agreement, dated February 28, 2020, by and among Silicon Valley Bank, the Registrant, BigCommerce, Inc., and BigCommerce PTY LTD ACN 107 422 631. S-1 333-239838 10.10 July 13, 2020 10.8 Mezzanine Loan and Security Agreement, dated February 28, 2020, by and among WestRiver Innovation Lending Fund VIII, L.P., the Registrant, BigCommerce, Inc., and BigCommerce PTY LTD ACN 107 422 631. S-1 333-239838 10.11 July 13, 2020 10.9+ Offer Letter dated May 29, 2015, by and between the Registrant and Brent Bellm. S-1 333-239838 10.12 July 13, 2020 67 Table of Contents 10.10+ Amendment to Offer Letter dated February 12, 2019, by and between the Registrant and Brent Bellm. S-1 333-239838 10.13 July 13, 2020 10.11+ Offer Letter dated May 10, 2018, by and between the Registrant and Lisa Pearson. S-1 333-239838 10.14 July 13, 2020 10.12+ Offer Letter dated September 9, 2016, by and between the Registrant and Brian Dhatt. S-1 333-239838 10.15 July 13, 2020 10.13+ Amendment to Offer Letter dated February 2, 2017, by and between BigCommerce, Inc. and Brian Dhatt. S-1 333-239838 10.16 July 13, 2020 10.14* Office Lease, dated November 20, 2012, by and between New TPG-Four Points, L.P. and BigCommerce, Inc. S-1 333-239838 10.17 July 13, 2020 10.15* First Amendment to Lease, dated February 5, 2018, by and between G&I VII Four Points LP and BigCommerce, Inc. S-1 333-239838 10.18 July 13, 2020 10.16* Second Amendment to Lease, dated October 4, 2018, by and between G&I VII Four Points LP and BigCommerce, Inc. S-1 333-239838 10.19 July 13, 2020 10.17^ PayPal Commerce Platform Global Partner Agreement, dated January 1, 2020, by and among PayPal, Inc., PayPal Pte. Ltd, BigCommerce, Inc., BigCommerce Pty Ltd, BigCommerce UK Ltd, and BigCommerce Software Ireland Limited S-1 333-239838 10.20 July 13, 2020 31.1** Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. + Indicates management contract or compensatory plan. † The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of BigCommerce Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. * Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules. ** Filed herewith. ^ Portions of this exhibit have been omitted as we have determined that the information (i) is not material and (ii) would likely cause competitive harm to us if publicly disclosed. 68 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BigCommerce Holdings, Inc. Date: November 6, 2020 By: /s/ Brent Bellm Brent Bellm President and Chief Executive Officer Date: November 6, 2020 By: /s/ Robert Alvarez Robert Alvarez Chief Financial Officer 69