EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION Dated as of January 3, 2000 TABLE OF CONTENTSMerger Agreement • March 28th, 2000 • Talk City Inc • Services-business services, nec • Delaware
1996 STOCK OPTION PLAN STOCK OPTION AGREEMENT -- EARLY EXERCISEStock Option Agreement • April 30th, 1999 • Talk City Inc • California
PAGE ADDITIONAL PROVISIONS 11. Relocation of Leased Premises 9 12. Subordination and Attornment 10 13. Certificates 10 14. Inspection of and Access to the Leased Premises 10 15. Delay 10 16. Waiver 11 17. Sale, Demolition and Renovation 11 18. Public...Lease Agreement • April 30th, 1999 • Talk City Inc
OPERATING AGREEMENT BY AND BETWEEN COX INTERACTIVE MEDIA, INC. AND LIVEWORLD PRODUCTIONS, INC.Operating Agreement • July 19th, 1999 • Talk City Inc • Services-business services, nec • New York
Talk City, Inc. Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 23rd, 1999 • Talk City Inc • Services-business services, nec • New York
Exhibit 2.1 PURCHASE AGREEMENT by and between MYESP ACQUISITION CORPORATIONPurchase Agreement • May 31st, 2001 • Liveworld Inc • Services-business services, nec • Delaware
EXHIBIT 10.21 LEASE AGREEMENTLease Agreement • June 23rd, 1999 • Talk City Inc • Services-business services, nec
PURPOSELease Agreement • April 30th, 1999 • Talk City Inc
EXHIBIT 10.14 CONTRACTStrategic Alliance Agreement • July 19th, 1999 • Talk City Inc • Services-business services, nec
This contract between LiveWorld Productions (LWPP) and NFOR Research (NFOR) creates a long term strategic alliance to combine NFOR's market research expertise with LiveWorld's on-line community/chat services capabilities to provide high-speed qualitative market research to clients throughout the US and eventually, the world.
EXHIBIT 4.2 TALK CITY, INC. (Formerly LiveWorld Productions, Inc.) 1996 STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF...Stock Option Agreement • June 2nd, 2000 • Talk City Inc • Services-business services, nec • California
EXHIBIT 10.16 HEARST - TALK CITY OPERATING AGREEMENT -------------------------------------- This Operating Agreement (the "Agreement"), dated April 20, 1999 (the "Effective Date"), is made and entered into by and between Talk City, Inc. ("TC"), a...Operating Agreement • April 30th, 1999 • Talk City Inc
TALK CITY, INC. 307 ORCHARD CITY DRIVE SUITE 304 CAMPBELL, CA 95008Shareholder Rights Agreement • June 7th, 1999 • Talk City Inc • Services-business services, nec • California
EXHIBIT 10.8 REPURCHASE AGREEMENT (Including amendments through April 15, 1999) THIS REPURCHASE AGREEMENT (the "Agreement") is made as of November 20, 1996 by and between LiveWorld Productions, Inc., a California corporation (the "Company") and Peter...Repurchase Agreement • April 30th, 1999 • Talk City Inc • California
2. Creation of Talk City Local Sites. Company agrees that it shall create --------------------------------- customized local versions of Talk City for use by Stations participating in the NBC-IN. Such localized versions will be designed and operated...Participation Agreement • April 30th, 1999 • Talk City Inc • New York
February 25, 1998 Via Telecopier -------------- Mr. Peter Friedman President & CEO Live World Productions 307 Orchard City Drive, Suite 304 Campbell, California 95008 Re: Talk City Participation in NBC-IN --------------------------------- Dear Mr....Participation Agreement • July 19th, 1999 • Talk City Inc • Services-business services, nec • New York
EXHIBIT 10.16 HEARST - TALK CITY OPERATING AGREEMENT -------------------------------------- This Operating Agreement (the "Agreement"), dated April 20, 1999 (the "Effective Date"), is made and entered into by and between Talk City, Inc. ("TC"), a...Operating Agreement • July 19th, 1999 • Talk City Inc • Services-business services, nec
TABLE OF CONTENTS ----------------- (continued) Page ---- 30. Waiver of Subrogation.............................................. 25 31. Miscellaneous..................................................... 25 iiSublease Agreement • November 12th, 1999 • Talk City Inc • Services-business services, nec • California
EXHIBIT 10.12 24/7 MEDIA INC. NETWORK AFFILIATION AGREEMENT 1. AFFILIATION. ----------- The undersigned (hereinafter the "Network Affiliate"), the operator and owner of the Internet website(s) (the "Website(s)") specified on the signature pages...Network Affiliation Agreement • July 19th, 1999 • Talk City Inc • Services-business services, nec • New York
LIVEWORLD, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
THIS AGREEMENT is entered into, effective as of , 2007 by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RecitalsContent and Services Agreement • August 10th, 2000 • Talk City Inc • Services-business services, nec
Exhibit 10.1 TALK CITY, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of ____________ by and between Talk City, Inc., a Delaware corporation (which, together with the California corporation which was its...Indemnification Agreement • June 7th, 1999 • Talk City Inc • Services-business services, nec • Delaware
EXHIBIT 10.11 MASTER SERVICE AGREEMENT NO. TALK0001 This Master Services Agreement (this "Agreement") is entered into as the 19th day of April, 1999 ("Effective Date") by and between the entity indicated on the Services Order Form attached hereto,...Master Services Agreement • April 30th, 1999 • Talk City Inc • California
TERMS -----Chat Services Agreement • July 19th, 1999 • Talk City Inc • Services-business services, nec • New York
SCHEDULE NO. 9 (“Schedule 9”) DATED DECEMBER 7, 2004 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“CONSULTANT”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORKConsulting Services Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec
Consultant will provide AOL with training, management, ongoing moderation services and reporting for chat rooms and message boards on the America OnlineÒ brand service (the “AOL Service”) as designated by AOL (the “Moderation Services”). The Parties acknowledge and agree that Consultant’s services in connection with AOL’s RED™ Service chat rooms and message boards are governed by Schedule No. 3 to the Agreement.
CONFIDENTIAL AGREEMENT FOR CONSULTING SERVICESConsulting Services Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Virginia
If AOL terminates this Agreement or any Schedule under Section 6.3 of the Agreement, AOL shall pay Consultant through the Progress Milestone accepted and approved above; and a pro-rata share of the next Progress Milestone Consultant is working to complete at the time the Agreement or Schedule is terminated (as set forth in Section 6.5 of the Agreement).
Addendum Number 2 to the LiveWorld Services Agreement By and Between LiveWorld, Inc. and EBay Inc.Liveworld Services Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec
This Addendum No. 2 to the LiveWorld Services Agreement (the “Agreement”) is entered into as of November 20, 2006, by and between LiveWorld, Inc., a (“LiveWorld”) and eBay Inc. (including the eBay Affiliates) (collectively “eBay”), is effective as of January 1, 2007 (the “Effective Date”).
LIVEWORLD SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • California
This Sales Representative Agreement (“Agreement”) is entered into as of July 7, 2006 (“Effective Date”), between LiveWorld, Inc., a Delaware corporation with offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A. (“LiveWorld”), and LiveWorld-WPP, L.L.P., 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A (“Representative”).
THIRD LICENSE AND SERVICE PROVISIONS ADDENDUMThird License and Service Provisions Addendum • June 27th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
This document is being executed pursuant to that certain License Agreement and Service Agreement (“Master Agreement”) dated July 1, 2004, by and among CARLYLE MARKET POST TOWER, LLC, a Delaware limited liability company (“Licensor”), CARLYLE MARKET POST TOWER MMR, LLC, a Delaware limited liability company (“Company”) and LIVEWORLD, INC., a Delaware corporation (“Customer”).
OPERATING AGREEMENT OF LiveWorld-WPP, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY July 7, 2006Operating Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
LIVEWORLD, INC. PURCHASE AGREEMENTPurchase Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
This Purchase Agreement (this “Agreement”) is made and entered into as of December 22, 2006, by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thomson U.S.A., Inc. (the “Purchaser”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...Warrant Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
This Warrant is issued to [WPP entity] (“WPP”) by LiveWorld, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Warrant Purchase Agreement dated as of , 2006 (the “Warrant Purchase Agreement”) entered into between WPP and the Company.
VOTING AND COVENANT AGREEMENTVoting and Covenant Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
This Voting and Covenant Agreement (this “Agreement”) is made as of July 7, 2006 by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”).
AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec
AMENDMENT NO. 1, dated as of December 22, 2006, to the Investors’ Rights Agreement dated as of September 11, 2006 (the “Investors’ Rights Agreement”) by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Investors’ Rights Agreement.
LIVEWORLD, INC. PURCHASE AGREEMENTPurchase Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
This Purchase Agreement (this “Agreement”) is made and entered into as of September 11, 2006, by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).
Recitals WHEREAS, prior to the date hereof, LiveWorld owned and operated the interactive website having the URL www.talkcity.com, through which LiveWorld ---------------- offered Internet users a range of online community services providing...Web Site Services and Maintenance Agreement • May 31st, 2001 • Liveworld Inc • Services-business services, nec • Delaware
