SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANYUnderwriting Agreement • November 21st, 1997 • Shopping Com • Retail-department stores • California
Contract Type FiledNovember 21st, 1997 Company Industry Jurisdiction
R E C I T A L S: - - - - - - - -Security Agreement • December 22nd, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledDecember 22nd, 1998 Company Industry Jurisdiction
EXHIBIT 4.02 SHOPPING.COM ------------ a California corporation INCENTIVE STOCK OPTION AGREEMENT UNDER STOCK OPTION PLAN OF 1997Incentive Stock Option Agreement • October 31st, 1997 • Shopping Com • Retail-department stores • California
Contract Type FiledOctober 31st, 1997 Company Industry Jurisdiction
Exhibit 10.02 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 21st day of May, 1997, by and between The Shoppers' Source, Inc. (the "Company"), a California corporation having its principal place of business at 2101 E. Coast Highway, Corona del...Employment Agreement • September 24th, 1997 • Shopping Com • California
Contract Type FiledSeptember 24th, 1997 Company Jurisdiction
EXHIBIT 99.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 26th, 1999 • Shopping Com • Retail-department stores
Contract Type FiledJanuary 26th, 1999 Company Industry
EXHIBIT 4.15 LOCK-UP AGREEMENT This Lock-Up Agreement (the "Agreement") is effective as of ___________, 1997 by, between and among Shopping.com, a California corporation (the "Company"), ____________, a shareholder of the Company (the "Shareholder")...Lock-Up Agreement • September 24th, 1997 • Shopping Com • California
Contract Type FiledSeptember 24th, 1997 Company Jurisdiction
EXHIBIT 10.07 OFFICE LEASE LANDLORD: ARAI CORPORATION OF AMERICA, A DELAWARE CORPORATION TENANT: THE SHOPPERS' SOURCE, A CALIFORNIA CORPORATIONOffice Lease • September 24th, 1997 • Shopping Com • California
Contract Type FiledSeptember 24th, 1997 Company Jurisdiction
RECITALS:Registration Rights Agreement • December 22nd, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledDecember 22nd, 1998 Company Industry Jurisdiction
EXHIBIT 4.11Subscription Agreement • November 27th, 1998 • Shopping Com • Retail-department stores
Contract Type FiledNovember 27th, 1998 Company Industry
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYMerger Agreement • January 15th, 1999 • Shopping Com • Retail-department stores • California
Contract Type FiledJanuary 15th, 1999 Company Industry Jurisdiction
EXHIBIT 10.06 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT is entered into this _____ day of ____________, 1997, by and among SHOPPERS SOURCE, a California corporation ("Buyer"), CYBER DEPOT, INC., a California...Asset Purchase Agreement • September 24th, 1997 • Shopping Com • California
Contract Type FiledSeptember 24th, 1997 Company Jurisdiction
RECITALS:Subscription Agreement • December 22nd, 1998 • Shopping Com • Retail-department stores • Delaware
Contract Type FiledDecember 22nd, 1998 Company Industry Jurisdiction
EXHIBIT 10.03 INDEMNIFICATION AGREEMENT THIS AGREEMENT is made as of the ___ day of _________, 1997, by and between Shopping.com (the "Company"), a California corporation, having its principal place of business at 2101 E. Coast Highway, Corona Del...Indemnification Agreement • September 24th, 1997 • Shopping Com • California
Contract Type FiledSeptember 24th, 1997 Company Jurisdiction
Warrant to Purchase Common Stock of SHOPPING.COMWarrant Agreement • December 22nd, 1998 • Shopping Com • Retail-department stores
Contract Type FiledDecember 22nd, 1998 Company Industry
EXHIBIT 4.7Warrant Agreement • August 18th, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledAugust 18th, 1998 Company Industry Jurisdiction
RECITALS --------Warrant Agreement • November 27th, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledNovember 27th, 1998 Company Industry Jurisdiction
INCENTIVE STOCK OPTION AGREEMENT UNDER STOCK OPTION PLAN OF 1997Incentive Stock Option Agreement • October 31st, 1997 • Shopping Com • Retail-department stores • California
Contract Type FiledOctober 31st, 1997 Company Industry Jurisdiction
IRREVOCABLE PROXY -----------------Irrevocable Proxy • September 24th, 1997 • Shopping Com • California
Contract Type FiledSeptember 24th, 1997 Company Jurisdiction
SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • September 24th, 1997 • Shopping Com
Contract Type FiledSeptember 24th, 1997 Company
EXHIBIT 10.23 CONSULTING AGREEMENT BETWEEN SHOPPING.COM AND STILDEN & CO., INC. APRIL 1, 1998 2 AGREEMENTConsulting Agreement • June 9th, 1998 • Shopping Com • Retail-department stores
Contract Type FiledJune 9th, 1998 Company Industry
LOGO OF SHOPPING.COM] January 21, 1999 To Our Shareholders: On behalf of the Board of Directors of Shopping.com (the "Company"), I am writing to inform you that the Company and Compaq Computer Corporation ("Compaq") have amended the Merger Agreement...Merger Agreement • January 21st, 1999 • Shopping Com • Retail-department stores
Contract Type FiledJanuary 21st, 1999 Company Industry
Warrant to Purchase Common Stock of SHOPPING.COMWarrant Agreement • December 22nd, 1998 • Shopping Com • Retail-department stores
Contract Type FiledDecember 22nd, 1998 Company Industry
AGREEMENT ---------Employment Agreement • August 18th, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledAugust 18th, 1998 Company Industry Jurisdiction
EXHIBIT 10.20 EMPLOYMENT AGREEMENT BETWEEN SHOPPING.COM AND JOHN MARKLEY JUNE 1, 1998 2 AGREEMENTEmployment Agreement • June 9th, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledJune 9th, 1998 Company Industry Jurisdiction
EXHIBIT 4.10 REGISTRATION RIGHTS AGREEMENT ----------------------------- AGREEMENT made as of _______, 1997, by and among The Shoppers' Source, a California corporation (the "Company"), and those persons set forth on the signature pages attached...Registration Rights Agreement • September 24th, 1997 • Shopping Com
Contract Type FiledSeptember 24th, 1997 Company
ARTICLE I SUBSCRIPTIONSubscription Agreement • November 27th, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledNovember 27th, 1998 Company Industry Jurisdiction
AGREEMENT ---------Demand Registration Rights Agreement • September 24th, 1997 • Shopping Com • California
Contract Type FiledSeptember 24th, 1997 Company Jurisdiction
TERMINATION AND BUY-OUT AGREEMENT --------------------------------- THIS TERMINATION AND BUY-OUT AGREEMENT ("Agreement") is entered into effective as of the 1st day of June, 1998, by and between SHOPPING.COM, INC., a California corporation (formerly...Termination and Buy-Out Agreement • June 9th, 1998 • Shopping Com • Retail-department stores
Contract Type FiledJune 9th, 1998 Company Industry
AGREEMENT ---------Consulting Agreement • October 31st, 1997 • Shopping Com • Retail-department stores • California
Contract Type FiledOctober 31st, 1997 Company Industry Jurisdiction
EXHIBIT 10.12 [EN POINTE TECHNOLOGIES LETTERHEAD] Writer's Direct Dial: (310) 725-9773 Writer's Direct Fax: (310) 725-5296 September 15, 1997 Mr. Robert J. McNulty, CEO SHOPPING.COM 2101 East Coast Hwy. Garden Level Corona del Mar, California 92625...Loan Agreement • November 21st, 1997 • Shopping Com • Retail-department stores
Contract Type FiledNovember 21st, 1997 Company Industry
RECITALSConfidentiality and Nonsolicitation Agreement • September 24th, 1997 • Shopping Com
Contract Type FiledSeptember 24th, 1997 Company
September 15, 1997 Mr. Robert J. McNulty, CEO SHOPPING.COM 2101 East Coast Hwy. Garden Level Corona del Mar, California 92625 Re: SHOPPING.COM ------------ Dear Mr. McNulty: This letter when executed in duplicate expresses the agreement of...Loan Agreement • September 24th, 1997 • Shopping Com
Contract Type FiledSeptember 24th, 1997 Company
EXHIBIT 10.08 ASSIGNMENT OF PROPERTY RIGHTS ----------------------------- THIS ASSIGNMENT is made by and between Mark Winkler, an individual, (hereinafter "ASSIGNOR") and THE SHOPPERS' SOURCE, a California corporation (hereinafter "SHOPPERS'") with...Assignment of Property Rights • September 24th, 1997 • Shopping Com
Contract Type FiledSeptember 24th, 1997 Company
EXHIBIT 10.22 CONSULTING AGREEMENT BETWEEN SHOPPING.COM AND CYBER DEPOT, INC. JUNE 1, 1998Consulting Agreement • June 9th, 1998 • Shopping Com • Retail-department stores • California
Contract Type FiledJune 9th, 1998 Company Industry Jurisdiction
EXHIBIT 10.1 PLEDGE AGREEMENT ----------------Pledge Agreement • December 22nd, 1998 • Shopping Com • Retail-department stores
Contract Type FiledDecember 22nd, 1998 Company Industry