EXHIBIT 2.2 MESSAGEMEDIA, INC. NOTE PURCHASE AGREEMENT OCTOBER 10, 2001 TABLE OF CONTENTSNote Purchase Agreement • October 11th, 2001 • Messagemedia Inc • Services-services, nec • New York
RECITALSMerger Agreement • August 24th, 1999 • Messagemedia Inc • Services-services, nec • Delaware
1 Exhibit 1.1 3,000,000 Shares of Common Stock FIRST VIRTUAL HOLDINGS INCORPORATED UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 1996 • First Virtual Holding Inc • Services-services, nec • New York
RECITALSSublease Agreement • September 8th, 1999 • Messagemedia Inc • Services-services, nec • Colorado
1. 2 "PERSON" shall mean and include an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a trust or estate, a government or any department or agency thereof, or any other entity or governmental body.Registration Rights Agreement • April 5th, 1999 • Messagemedia Inc • Services-services, nec • California
EXHIBIT 4.2 FORM OF STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT MessageMedia, Inc. 6060 Spine Road Boulder, Colorado 80301 Ladies & Gentlemen: The undersigned, (the "Investor"), hereby confirms its agreement with you as follows: 1. This Stock...Stock Purchase Agreement • October 29th, 1999 • Messagemedia Inc • Services-services, nec • Colorado
STOCK OPTION AGREEMENT (NQO)Stock Option Agreement • September 8th, 1999 • Messagemedia Inc • Services-services, nec • Alabama
SECTION ISecurities Purchase Agreement • October 21st, 1996 • First Virtual Holding Inc • California
BY AND AMONGMerger Agreement • August 25th, 1998 • First Virtual Holdings Inc • Services-services, nec • California
LOAN AGREEMENTLoan Agreement • May 1st, 1998 • First Virtual Holdings Inc • Services-services, nec • New York
RECITALSEmployment Agreement • May 13th, 1999 • Messagemedia Inc • Services-services, nec • Colorado
1 Exhibit 10.29 EQUIPMENT SCHEDULE NO. 1 DATED OCTOBER 24, 1996 TO MASTER LEASE AGREEMENT DATED OCTOBER 24, 1996 ("MASTER LEASE") LESSEE: FIRST VIRTUAL HOLDINGS INCORPORATED LESSOR: COMDISCO, INC. ADDRESS FOR LEGAL NOTICES: ADDRESS FOR ALL NOTICES:...Master Lease Agreement • March 31st, 1997 • First Virtual Holding Inc • Services-services, nec • Illinois
SHAREHOLDERS AGREEMENT SHAREHOLDERS AGREEMENT, dated as of March 7, 2000, between MessageMedia, Inc., a Delaware corporation, MessageMedia US/Europe, Inc., (collectively, "MessageMedia") and @viso Limited, a company incorporated under the laws of...Shareholder Agreement • May 15th, 2000 • Messagemedia Inc • Services-services, nec • New York
1 Exhibit 10.30 SYBASE SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT is made between Sybase, Inc., a Delaware corporation, and its majority owned direct and indirect subsidiaries (collectively, "Sybase"), with offices at 6475 Christie...Software License Agreement • March 31st, 1997 • First Virtual Holding Inc • Services-services, nec • California
1 EXHIBIT 1.1 SHARES OF COMMON STOCK FIRST VIRTUAL HOLDINGS INCORPORATED UNDERWRITING AGREEMENT November , 1996 BEAR, STEARNS & CO. INC. COWEN & COMPANY LEHMAN BROTHERS, INC. as Representatives of the several Underwriters named in Schedule I attached...Underwriting Agreement • October 21st, 1996 • First Virtual Holding Inc • New York
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • June 6th, 2001 • Messagemedia Inc • Services-services, nec • Delaware
EXHIBIT 10.7 July 15, 1996 Dr. Marshall T. Rose Dear Marshall: First Virtual Holdings Incorporated, a Delaware corporation, (the Company) is pleased to offer you employment with the Company as Technical Advisor, Office of the Chairman. This letter...Employment Agreement • October 21st, 1996 • First Virtual Holding Inc • California
SECTION 1 REGISTRATIONRegistration Rights Agreement • August 24th, 1999 • Messagemedia Inc • Services-services, nec
STOCK OPTION AGREEMENT (NQO)Stock Option Agreement • September 8th, 1999 • Messagemedia Inc • Services-services, nec • Alabama
RECITALSConversion Agreement • May 1st, 1998 • First Virtual Holdings Inc • Services-services, nec • Delaware
BY AND AMONGAgreement and Plan of Reorganization • November 30th, 1998 • First Virtual Holdings Inc • Services-services, nec • California
1 EXHIBIT 2.3 THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Convertible Promissory Note • May 1st, 1998 • First Virtual Holdings Inc • Services-services, nec • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • August 24th, 1999 • Messagemedia Inc • Services-services, nec • Alabama
1 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 20th of October, 1996 ("the Effective Date") between Lee H. Stein ("Employee") and First Virtual Holdings Incorporated ("Company"). WHEREAS, Company desires that...Employment Agreement • November 29th, 1996 • First Virtual Holding Inc • Services-services, nec • California
2- 3 (c) Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such...Indemnification Agreement • October 21st, 1996 • First Virtual Holding Inc • Delaware
1 EXHIBIT 4.3 MESSAGEMEDIA, INC. STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the "Grant Notice") and this Stock Option Agreement, MessageMedia, Inc. (the "Company") has granted you an option to purchase the number of shares (the...Stock Option Agreement • June 29th, 2000 • Messagemedia Inc • Services-services, nec • Colorado
EXHIBIT 2.3 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT") is entered into as of October 10, 2001, by and among DoubleClick Inc., a Delaware corporation ("DOUBLECLICK"), First Union National Bank, as escrow agent ("ESCROW AGENT"), and...Escrow Agreement • October 11th, 2001 • Messagemedia Inc • Services-services, nec • New York
AGREEMENT FOR INFORMATION TECHNOLOGY SERVICESInformation Technology Services Agreement • October 21st, 1996 • First Virtual Holding Inc • California
OFFICE LEASEOffice Lease • October 21st, 1996 • First Virtual Holding Inc
1 EXHIBIT 10.3 February 25, 2001 William E. Buchholz 8493 Greenwood Drive Longmont, CO 80503 Re: OFFER OF EMPLOYMENT WITH MESSAGEMEDIA, INC. Dear Bill: MessageMedia, Inc. ("MessageMedia" or "Company") is very pleased to offer you employment as Chief...Employment Agreement • May 7th, 2001 • Messagemedia Inc • Services-services, nec
1 EXHIBIT 99.3 Private Placement Purchase AgreementPrivate Placement Purchase Agreement • October 23rd, 1997 • First Virtual Holding Inc • Services-services, nec • California
1 EXHIBIT 10.24 WAIVER AND AGREEMENT THIS WAIVER AND AGREEMENT (this "Waiver and Agreement"), effective as of August 20, 1996 (the "Effective Date"), is entered into by and between First Virtual Holdings Incorporated, a Delaware corporation (the...Waiver and Agreement • October 21st, 1996 • First Virtual Holding Inc
1 EXHIBIT 10.38 FIRST VIRTUAL HOLDINGS, INCORPORATED AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the "Amendment") is effective this 16th day of January, 1998 (the "Effective Date"), by and between Nathaniel Borenstein...Employment Agreement • March 31st, 1999 • Messagemedia Inc • Services-services, nec
RECITALSEmployment Agreement • May 13th, 1999 • Messagemedia Inc • Services-services, nec • California
EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 11th, 2001 • Messagemedia Inc • Services-services, nec • Delaware
