RECITALS --------Lease Agreement • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • California
RECITALSRegistration Rights Agreement • August 16th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
BY AND AMONGMerger Agreement • June 14th, 2000 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
Exhibit 4.2 SIXTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT This SIXTH AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the "Agreement") is made as of May 20, 1998, by and among CitySearch, Inc., a Delaware corporation (the "Company"); the purchasers...Stockholders' Agreement • June 22nd, 1998 • Citysearch Inc • Delaware
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERAsset Purchase Agreement • April 2nd, 2001 • Ticketmaster • Services-miscellaneous amusement & recreation • California
EXHIBIT 2.3 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JANUARY 8, 1999Agreement and Plan of Reorganization • March 31st, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • California
RECITALS --------Indemnification Agreement • June 22nd, 1998 • Citysearch Inc • Delaware
DRAFT ----- ____________ SHARES CITYSEARCH, INC. COMMON STOCK UNDERWRITING AGREEMENT DATED NOVEMBER __, 1998 TABLE OF CONTENTSUnderwriting Agreement • November 6th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • California
EXHIBIT 10.13 LEASE AGREEMENT by and between WEST END LAND DEVELOPMENT CO., L.P. ("Landlord")Lease Agreement • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Tennessee
Exhibit 2.5 EXCHANGE AGREEMENT by and among CENDANT CORPORATION, CENDANT INTERMEDIATE HOLDINGS, INC.Exchange Agreement • June 29th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation
Exhibit 10.36 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT, dated as of May 14, 1999, among Cendant Intermediate Holdings, Inc., a Delaware corporation ("Intermediate"), and a wholly-owned subsidiary of...Registration Rights Agreement • June 29th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • New York
EXHIBIT 10.20 OFFICE LEASE 790 EAST COLORADO BOULEVARD PASADENA, CALIFORNIA 91101 Lessor: BPG PASADENA, L.L.C., a Delaware Limited Liability CompanyOffice Lease • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • California
ASSIGNMENT AGREEMENTAssignment Agreement • June 26th, 1998 • Citysearch Inc • Services-computer processing & data preparation • Ontario
ARTICLE 1Lease Agreement • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Texas
RECITALSEmployment Agreement • March 31st, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • California
EXHIBIT 4.3 NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. NO TRANSFER OF THIS WARRANT OR OF THE...Warrant Agreement • August 16th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 10.8 PARTNERSHIP AGREEMENTPartnership Agreement • June 26th, 1998 • Citysearch Inc • Services-computer processing & data preparation • Ontario
BETWEENLimited Partnership Agreement • November 20th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Ontario
May 6, 1997Lease • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation
EXHIBIT 10.13 LEASE AMENDMENT NO. FOUR Lease Amendment No. Four dated July 9, 1999 to be attached to and form a part of that lease (which together with any amendments, modifications and extensions thereof is hereinafter called the "Lease") made on the...Lease Amendment • April 2nd, 2001 • Ticketmaster • Services-miscellaneous amusement & recreation
Lease Amendment No. Four dated July 9, 1999 to be attached to and form a part of that lease (which together with any amendments, modifications and extensions thereof is hereinafter called the "Lease") made on the 30th day of September, 1996 between SPIEKER PROPERTIES L.P., a California limited partnership (successor in interest to BPG Pasadena, L.L.C., a Delaware Limited Liability Company) as Landlord and TICKETMASTER ONLINE-CITYSEARCH, INC., a Delaware corporation, (successor in interest to CitySearch, Inc., a Delaware corporation) as Tenant, for the premises commonly known as 790 East Colorado Boulevard, Pasadena, CA 91101 (the "Project").
Draft of June 17, 1998 _______________ SHARES CITYSEARCH, INC. COMMON STOCK UNDERWRITING AGREEMENT DATED _________, 1998 TABLE OF CONTENTSUnderwriting Agreement • June 22nd, 1998 • Citysearch Inc • California
BACKGROUND ----------Non-Competition Agreement • April 29th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • California
EXHIBIT 10.2 RESTRICTED STOCK PURCHASE AGREEMENT ----------------------------------- THIS AGREEMENT is made as of the ____ day of September 1998, by and between CityAuction, Inc., a California corporation (the "Company"), and Monica Lee (the...Restricted Stock Purchase Agreement • May 5th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • California
EXECUTION COPY MARKETING AGREEMENT This Marketing Agreement (this "Agreement") is entered into this 26th day of May 1998, by and between CITYSEARCH, INC., a Delaware corporation ("Company"), and AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,...Marketing Agreement • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • New York
Exhibit 10.21 EXHIBIT F ---------Voting Agreement • June 22nd, 1998 • Citysearch Inc • Delaware
OFFICE LEASE AGREEMENTOffice Lease Agreement • April 2nd, 2001 • Ticketmaster • Services-miscellaneous amusement & recreation
RECITALS --------Indemnification Agreement • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 2.2 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CITYSEARCH, INC., USA NETWORKS, INC., TICKETMASTER GROUP, INC., TICKETMASTER CORPORATION, TICKETMASTER MULTIMEDIA HOLDINGS, INC.Agreement and Plan of Reorganization • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 2.11 SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 25th, 2001 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 10.43 SERIES D PREFERRED STOCK PURCHASE AGREEMENTSeries D Preferred Stock Purchase Agreement • March 23rd, 2000 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 2.7 AGREEMENT AND PLAN OF MERGERMerger Agreement • August 16th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
EXECUTION VERSION) LICENSE AND SERVICES AGREEMENTLicense and Services Agreement • April 2nd, 2001 • Ticketmaster • Services-miscellaneous amusement & recreation • California
EXHIBIT 10.24 AMENDED AND RESTATED VOTING AGREEMENT ------------------------------------- THIS AMENDED AND RESTATED VOTING AGREEMENT is made as of the 12th day of November, 1997, by and among CitySearch, Inc., a Delaware corporation (the "Company"),...Voting Agreement • July 31st, 1998 • Citysearch Inc • Services-computer processing & data preparation • Delaware
Page ---- SECTION 1 THE MERGER................................................. ......................................... 1 1.1 Merger; Effective Time......... ..................................................................... 1 1.2 Clo...Agreement and Plan of Reorganization • July 26th, 1999 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation • Delaware
EXHIBIT 10.18 LEASELease Agreement • September 30th, 1998 • Ticketmaster Online Citysearch Inc • Services-computer processing & data preparation
