WARRANT TO PURCHASE 366,667 SHARES OF COMMON STOCK OF THE KNOT, INC. A DELAWARE CORPORATION ISSUED JULY 23, 1999Warrant Agreement • September 17th, 1999 • Knot Inc • Delaware
4 5 incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good...Knot Inc • November 26th, 1999 • Periodicals: publishing or publishing & printing • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 29th, 2002 • Knot Inc • Periodicals: publishing or publishing & printing • New York
DATED AS OFAgreement and Plan of Merger • February 11th, 2000 • Knot Inc • Periodicals: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGER by and among WeddingWire, Inc., Wedelia Merger Sub, Corp. and XO Group Inc. Dated as of September 24, 2018Agreement and Plan of Merger • September 25th, 2018 • Xo Group Inc. • Retail-nonstore retailers • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 24, 2018 (this “Agreement”), by and among WeddingWire, Inc., a Delaware corporation (“Parent”), Wedelia Merger Sub, Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”) and XO Group Inc., a Delaware corporation (the “Company”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 25th, 2018 • Xo Group Inc. • Retail-nonstore retailers • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 20__ by and between XO Group Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). Except as provided herein, this Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
RECITALSSubscription Agreement • December 10th, 2003 • Knot Inc • Periodicals: publishing or publishing & printing • New York
AMENDMENT to COMMON STOCK PURCHASE AGREEMENT THIS AMENDMENT (the "Amendment"), dated as of November 11, 2003, is by and between MAY BRIDAL CORPORATION, a Missouri corporation ("May"), and THE KNOT, INC., a Delaware corporation (the "Company")....Common Stock Purchase Agreement • December 10th, 2003 • Knot Inc • Periodicals: publishing or publishing & printing
1 Exhibit 10.4 [THE KNOT LETTERHEAD] Ms. Sandra Stiles 450 North End Avenue New York, Now York 10282 Dear Sandy: On behalf of The Knot, Inc., I am pleased to offer you an agreement of employment for your services on the following terms: 1. Knot agrees...Knot Inc • September 17th, 1999
2 3 (i) "CAUSE" means (A) Executive's willful failure substantially to perform Executive's duties under this Agreement (other than as a result of total or partial incapacity due to physical or mental illness), (B) any willful act or omission by...Employment Agreement • September 17th, 1999 • Knot Inc • New York
7,950,000 Shares The Knot, Inc. Common Stock ($.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2006 • Knot Inc • Retail-nonstore retailers • New York
The Knot, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto, for whom you are acting as representative (the “Representative”), an aggregate of 7,950,000 shares (the “Firm Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”), of which 3,500,000 Firm Shares will be sold by the Company and 4,450,000 Firm Shares will be sold by the Selling Stockholders. The respective numbers of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Selling Stockholders consist of Comcast TKI Holdings, Inc. and The Comcast Foundation (each, a “Comcast Selling Stockholder” and, collectively, the “Comcast Selling Stockholders”) and David Liu, Sandra Stiles and Richard E. Szefc (each, an “Other Selling Stockholder” and, collectively, the “Other Selling Stockholders
SUBSCRIPTION AGREEMENTSubscription Agreement • July 20th, 2006 • Knot Inc • Retail-nonstore retailers • New York
This Subscription Agreement (this “Agreement”) is entered into as of July 7, 2006 by and between The Knot, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Issuer”), and the undersigned investor (together with its successors and permitted assigns, the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 9.1.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 31st, 2017 • Xo Group Inc. • Retail-nonstore retailers • Delaware
WHEREAS, the Board of Directors of XO Group Inc., a Delaware corporation, has adopted the XO Group Inc. 2017 Stock Incentive Plan (as amended from time to time) for the purpose of providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation.
CONFIDENTIAL AMENDED AND RESTATED ANCHOR TENANT AGREEMENTAnchor Tenant Agreement • November 26th, 1999 • Knot Inc • Periodicals: publishing or publishing & printing • Virginia
May 31, 1999 Mr. Richard E. Szefc 12 Cardinal Lane Westport, CT 06880 Dear Richard: On behalf of The Knot, Inc., I am pleased to offer you an agreement of employment for your services on the following terms: 1. Knot agrees to employ you as Chief...Knot Inc • September 17th, 1999
VOTING AGREEMENTVoting Agreement • June 5th, 2006 • Knot Inc • Retail-nonstore retailers • New York
THIS VOTING AGREEMENT (this “Agreement”), dated as of June 5, 2006, is entered into by and between The Knot, Inc., a Delaware corporation (“Parent”), and Federated Corporate Service, Inc. (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
XO GROUP INC. STOCK OPTION AGREEMENTStock Option Agreement • October 31st, 2017 • Xo Group Inc. • Retail-nonstore retailers • Delaware
WHEREAS, the Board of Directors of XO Group Inc., a Delaware corporation, has adopted the XO Group Inc. 2017 Stock Incentive Plan (as amended from time to time) for the purpose of providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation.
April 16, 2014Xo Group Inc. • April 17th, 2014 • Retail-nonstore retailers • New York
This agreement is effective, unless otherwise specified, as of the date you accept the terms of employment in the manner provided herein. This agreement supersedes your letter of employment dated November 5, 2008 and the letter agreement entered into by and between you and the Company dated April 1, 2014.
1 Exhibit 10.8 ****CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED....Services Agreement • November 26th, 1999 • Knot Inc • Periodicals: publishing or publishing & printing • Pennsylvania
RECITALSSubscription Agreement • December 10th, 2003 • Knot Inc • Periodicals: publishing or publishing & printing • New York
Re: Amendment to Employment AgreementEmployment Agreement • April 17th, 2014 • Xo Group Inc. • Retail-nonstore retailers
This amendment to the Employment Agreement (the “Amendment”) amends the Employment Agreement to restate the definition of “Good Reason” to read as follows:
RECITALSInvestors' Rights Agreement • October 27th, 1999 • Knot Inc • Periodicals: publishing or publishing & printing • New York
XO GROUP INC. LONG-TERM INCENTIVE PLANParticipation Agreement • March 18th, 2013 • Xo Group Inc. • Retail-nonstore retailers • New York
We are pleased to confirm your participation in the Long-Term Incentive Plan (the “Plan”) of XO Group Inc. (the “Company”), whereby you are eligible to receive a bonus, pursuant to the determinations of the Committee on February 16, 2012 and subject to the terms and conditions of the Plan and this letter agreement (the “Participation Agreement”). A copy of the Plan is enclosed for your review as Exhibit A, and you should take the time to read it carefully. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Participation Agreement.
AGREEMENT OF SETTLEMENT AND MUTUAL RELEASEAgreement of Settlement and Mutual Release • March 21st, 2005 • Knot Inc • Retail-nonstore retailers • Virginia
This agreement (the “Agreement”), effective as of September 13, 2004 (the “Effective Date”), is entered into by and between The Knot, Inc. (“The Knot”) and America Online, Inc. (“AOL”) (hereinafter collectively, “the Parties”).
AMENDMENT TO NAME AND LIKENESS LICENSING AGREEMENTAnd Likeness Licensing Agreement • May 10th, 2010 • Knot Inc • Retail-nonstore retailers • New York
THIS AMENDMENT TO NAME AND LIKENESS LICENSING AGREEMENT (the “Amendment”) is made as of February 18, 2010 by and between Carley Roney (“Licensor”) and The Knot, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO NAME AND LIKENESS LICENSING AGREEMENTAnd Likeness Licensing Agreement • April 11th, 2014 • Xo Group Inc. • Retail-nonstore retailers • New York
THIS AMENDMENT TO NAME AND LIKENESS LICENSING AGREEMENT (the “Amendment”) is made as of April 1, 2014 by and between Carley Roney (“Licensor”) and XO Group Inc., a Delaware corporation (the “Company”).
THE KNOT LOGO]Knot Inc • November 7th, 2008 • Retail-nonstore retailers
It gives me great pleasure to confirm the terms by which The Knot, Inc. will continue your employment as the Chief Executive Officer, reporting solely and directly to the Board of Directors. You shall be the senior-most executive officer of The Knot and shall have the duties and responsibilities customarily exercised by an individual serving in this position in a company of the size and nature of The Knot.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2008 • Knot Inc • Retail-nonstore retailers • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30 2008, by and between The Knot, Inc., a Delaware corporation (the “Company”) and Macy’s, Inc., a Delaware corporation (the “Investor”), on behalf of itself and as agent of each of the Investor’s Divisions listed on the signature page hereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2018 • Xo Group Inc. • Retail-nonstore retailers • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of December 21, 2018 (the “Effective Date”), is made and entered into by and among XO Group Inc. (“XO Group”), IDO Holdco Inc., the parent entity of WeddingWire (“Parent”) (solely with respect to Sections 2(a) and 11), WeddingWire, Inc. (“WeddingWire” and together with its subsidiaries and affiliates (including Parent and XO Group) and any successors, the “Company”), and Michael Steib (“Executive”).
STOCK RESALE AGREEMENTStock Resale Agreement • June 5th, 2006 • Knot Inc • Retail-nonstore retailers • New York
THIS STOCK RESALE AGREEMENT (this “Agreement”), dated as of June 5, 2006, is entered into by and between The Knot, Inc., a Delaware corporation (“Parent”), and Federated Corporate Service, Inc., a Delaware corporation (the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of June 5, 2006 by and among THE KNOT, INC., IDO ACQUISITION CORPORATION WEDDINGCHANNEL.COM, INC. and solely with respect to Sections 3.2, 3.7, 3.8, 3.9, 7.9, 7.16, Article X and Article XI LEE...Agreement and Plan of Merger and Reorganization • June 5th, 2006 • Knot Inc • Retail-nonstore retailers • New York
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of June 5, 2006, by and among The Knot, Inc., a Delaware corporation (“Parent”), IDO Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), WeddingChannel.com, Inc., a Delaware corporation (the “Company”), and, solely with respect to Sections 3.2, 3.7, 3.8, 3.9, 7.9, 7.16, Article X and Article XI of this Agreement, Lee B. Essner (“Stockholder Representative”).
February 18, 2008 Mr. Armando Cardenas-Nolazco Dear Armando:Knot Inc • February 29th, 2008 • Retail-nonstore retailers
This letter confirms that you have elected to resign from The Knot, Inc. (the “Company”) effective February 29, 2008 (the “Resignation Date”). You have agreed to provide consulting services on an as-needed basis for the six months following that. This letter outlines our agreement (“Agreement”) concerning your resignation and consulting services.
THE KNOT LOGO]Knot Inc • November 7th, 2008 • Retail-nonstore retailers
It gives me great pleasure to confirm the terms by which The Knot, Inc. will continue your employment under the new title Senior Vice President, General Counsel and Secretary, reporting to the Chief Executive Officer. Upon your designation by the Board of Directors, you will serve as an executive officer of The Knot.
VOTING AGREEMENTVoting Agreement • June 5th, 2006 • Knot Inc • Retail-nonstore retailers • New York
THIS VOTING AGREEMENT (this “Agreement”), dated as of June 5, 2006, is entered into by and between The Knot, Inc., a Delaware corporation (“Parent”), and the entities listed on the signature pages hereto (collectively, the “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
1 Exhibit 10.10 FORM OF INDEMNIFICATION AGREEMENT Agreement dated as of _________________, between The Knot, Inc., a Delaware corporation (the "Company", which for the purposes of this Agreement shall include any Subsidiary as defined herein), and...Form of Indemnification Agreement • November 10th, 1999 • Knot Inc • Periodicals: publishing or publishing & printing • Delaware
