Hearme Sample Contracts

EXHIBIT 2.1
Asset Purchase Agreement • February 2nd, 2001 • Hearme • Services-advertising • California
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Draft of April 21, 1999 Underwriting Agreement
Underwriting Agreement • April 22nd, 1999 • Mpath Interactive Inc/Ca • Services-advertising • New York
FORM OF INDEMNIFICATION AGREEMENT ---------------------------------
Indemnification Agreement • March 16th, 1999 • Mpath Interactive Inc/Ca • Services-advertising • Delaware
EXHIBIT 2.22 AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 10, 2000
Merger Agreement • May 5th, 2000 • Hearme • Services-advertising • California
Loan and Security Agreement
Loan and Security Agreement • March 31st, 1999 • Mpath Interactive Inc/Ca • Services-advertising • California
AGREEMENT
Technology License Agreement • April 27th, 1999 • Mpath Interactive Inc/Ca • Services-advertising
INDUSTRIAL LEASE BETWEEN THE PRUDENTIAL INSURANCE COMPANY OF AMERICA LANDLORD AND MPATH INTERACTIVE, INC. TENANT
Industrial Lease • March 31st, 1999 • Mpath Interactive Inc/Ca • Services-advertising • California
FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT -------------------------------------------------------
Investors' Rights Agreement • March 16th, 1999 • Mpath Interactive Inc/Ca • Services-advertising • Delaware
RECITALS
Content License and Co-Branded Area Agreement • March 16th, 1999 • Mpath Interactive Inc/Ca • Services-advertising • California
LOAN AND SECURITY AGREEMENT HEARME
Loan and Security Agreement • August 14th, 2000 • Hearme • Services-advertising • Tasman

This LOAN AND SECURITY AGREEMENT (this Agreement ) dated May 2, 2000, between SILICON VALLEY BANK ( Bank ) located at 3003 Tasman Drive, Santa Clara, CA 95054 and HEARME ( Borrower ), located at 685 Clyde Avenue, Mountain View, CA 95054, provides the terms on which Bank, will lend to Borrower and Borrower will repay Bank. The parties agree as follows:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 2nd, 2002 • Hearme • Services-advertising • California

This Asset Purchase Agreement ("Agreement"), effective as of December 19, 2001 (the "Effective Date"), is by and between HearMe, a Delaware corporation, and its wholly-owned subsidiaries, AudioTalk Networks, Inc., a California corporation, and Resounding Technologies, Inc., a Delaware corporation (collectively, "HearMe"), having a principal office at 685 Clyde Avenue, Mountain View, California 94043, and PalTalk Holdings, Inc. ("Buyer"), a Delaware corporation, having a principal place of business at 213 West 35th Street, Thirteenth Floor, New York, NY 10001 (collectively the "Parties").

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE AND COVENANT NOT TO SUE
Settlement Agreement • November 14th, 2001 • Hearme • Services-advertising • California

This Settlement Agreement and Mutual Release and Covenant Not to Sue (the "Agreement") is made and entered into as of the date of the last Party to execute this Agreement by and between HearMe, a Delaware corporation ("HearMe"), and GameSpy Industries, Inc., a California corporation ("GameSpy") (collectively, the "Parties").

FIRST AMENDMENT TO LEASE
Lease • March 15th, 2002 • Hearme • Services-advertising

THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into this 18thday of January, 2002, by and between MARTIN CBP ASSOCIATES, L.P., a Delaware limited partnership (“Landlord”), and HEARME, a Delaware corporation, formerly known as Mpath Interactive, Inc. (“Tenant”).

HEARME LETTERHEAD]
Retention Agreement • November 14th, 2001 • Hearme • Services-advertising

This letter documents decisions made by the HearMe Board of Directors with regard to your compensation during this challenging period of shutting down the Company. The goal of the Board of Directors is two-fold: 1) to retain you as the best person for the job of product sale and customer liability reduction in the hopes of providing the best possible return to the shareholders, and 2) to provide you an incentive to maximize the return to shareholders.

TERMINATION OF LEASE AGREEMENT
Termination of Lease Agreement • August 14th, 2001 • Hearme • Services-advertising • California

THIS TERMINATION OF LEASE AGREEMENT ("Agreement") is made and entered into this 29th day of June, 2001, by and between MARTIN CBP ASSOCIATES, L.P., a Delaware limited partnership ("Landlord") and HEARME, a Delaware corporation, formerly known as Mpath Interactive, Inc. ("Tenant").

LEASE dated July 30, 1999 by and between MARTIN CBP ASSOCIATES, L.P., a Delaware limited partnership as Landlord and MPATH INTERACTIVE, INC. a Delaware corporation as Tenant AFFECTING PREMISES COMMONLY KNOWN AS 685 Clyde Avenue, Mountain View,...
Lease Agreement • April 24th, 2001 • Hearme • Services-advertising • California

THIS LEASE is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.

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