EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 4th, 1999 • Adforce Inc • Services-computer processing & data preparation • Delaware
LOAN AGREEMENTLoan Agreement • May 3rd, 1999 • Adforce Inc • Services-computer processing & data preparation • California
ADFORCE-TM- SERVICES AGREEMENT ADSMART NETWORK -------------------------------- ------------------------------------------------Services Agreement • August 13th, 1999 • Adforce Inc • Services-computer processing & data preparation • California
EXHIBIT 10.31 LICENSE AGREEMENT By and Between NETSCAPE COMMUNICATIONS CORPORATIONLicense Agreement • May 7th, 1999 • Adforce Inc • Services-computer processing & data preparation • California
RECITALSLease • May 3rd, 1999 • Adforce Inc • Services-computer processing & data preparation
ADFORCE-TM- SERVICE AGREEMENT 24/7 Media Agreement ---------------------------- ---------------------------------------------------- This Service Agreement ("Agreement") is entered into as of January 1, 1999 (the "Effective Date") between 24/7 Media,...Service Agreement • May 7th, 1999 • Adforce Inc • Services-computer processing & data preparation • New York
Exhibit 10.19 LOAN AGREEMENT Dated as of March 26, 1997Loan Agreement • March 2nd, 1999 • Adforce Inc • California
RECITALSJoint Venture Agreement • November 15th, 1999 • Adforce Inc • Services-computer processing & data preparation • California
THIS AGREEMENT AND PLAN OF MERGER (this "MERGER AGREEMENT") is entered into as of March __, 1999, by and between Imgis, Inc., a California corporation ("IMGIS"), and AdForce, Inc., a Delaware corporation ("ADFORCE"). Imgis and AdForce are hereinafter...Agreement and Plan of Merger • March 2nd, 1999 • Adforce Inc • Delaware
RECITALSLease • May 3rd, 1999 • Adforce Inc • Services-computer processing & data preparation
RECITALSInvestors' Rights Agreement • March 2nd, 1999 • Adforce Inc • California
Exhibit 4.3 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT (the "Agreement") is made as of the 15th day of July, 1998, by and among Imgis, Inc., a California corporation (the "Company"), certain holders of the...Voting Agreement • March 2nd, 1999 • Adforce Inc • California
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 1999 • Adforce Inc • California
ADFORCE, INC. _____ SHARES (1) COMMON STOCK UNDERWRITING AGREEMENTAdforce Inc • May 3rd, 1999 • Services-computer processing & data preparation • California
LOAN AND SECURITY AGREEMENT (EQUIPMENT)Loan and Security Agreement • May 3rd, 1999 • Adforce Inc • Services-computer processing & data preparation • California
VENTURE LENDING & LEASING II AGREEMENT EXHIBIT 10.21 LOAN AND SECURITY AGREEMENT (EQUIPMENT) DATED AS OF DECEMBER 16, 1997Loan and Security Agreement • March 2nd, 1999 • Adforce Inc • California
RECITALSAgreement and Plan of Reorganization • March 2nd, 1999 • Adforce Inc • California
SUBLEASESublease • May 3rd, 1999 • Adforce Inc • Services-computer processing & data preparation
EXHIBIT 10.23 ADFORCE-TM- Service GeoCities Agreement ------------------------------------------------------------------------------- This service agreement for the AdForce service (the "Agreement") is entered into between IMGIS, Inc., a California...Adforce Inc • March 2nd, 1999 • California
RECITALSIndemnity Agreement • April 15th, 1999 • Adforce Inc • Services-computer processing & data preparation • California
Exhibit 10.22 M A S T E R L E A S E A G R E E M E N T MASTER LEASE AGREEMENT (the "Master Lease") dated December 2,1997 by and between COMDISCO, INC. ("Lessor") and IMGIS, INC.("Lessee"). IN CONSIDERATION of the mutual agreements described below, the...Master Lease Agreement • May 3rd, 1999 • Adforce Inc • Services-computer processing & data preparation • Illinois
Exhibit 10.24 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SOFTWARE LICENSE AND SUPPORT AGREEMENT This SOFTWARE LICENSE...Software License and Support Agreement • May 7th, 1999 • Adforce Inc • Services-computer processing & data preparation • California
Exhibit 10.26 ADFORCE-TM- SERVICE 2CAN MEDIA AGREEMENT ------------------------------------------------------------------------------- ADFORCE SERVICES AGREEMENT This Agreement (the "Agreement") is entered into between IMGIS, Inc., a California...Media Agreement • May 7th, 1999 • Adforce Inc • Services-computer processing & data preparation • California
CONFIDENTIAL DEMOGRAPHIC DATA AGREEMENT By and Between AMERICA ONLINE, INC.Demographic Data Agreement • May 7th, 1999 • Adforce Inc • Services-computer processing & data preparation • Virginia
STOCK OPTION AGREEMENTStock Option Agreement • October 4th, 1999 • Adforce Inc • Services-computer processing & data preparation • Delaware
W I T N E S S E T H:Settlement Agreement and Release • March 2nd, 1999 • Adforce Inc • California
Exhibit 10.22 M A S T E R L E A S E A G R E E M E N T MASTER LEASE AGREEMENT (the "Master Lease") dated December 2,1997 by and between COMDISCO, INC. ("Lessor") and IMGIS, INC.("Lessee"). IN CONSIDERATION of the mutual agreements described below, the...Master Lease Agreement • March 2nd, 1999 • Adforce Inc • Illinois
Exhibit 10.3 THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN...Stock Purchase Agreement • March 2nd, 1999 • Adforce Inc • California
EXHIBIT 4.1 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of September __, 1999 (this "Agreement"), by the stockholders listed on the signature page(s) hereto (collectively, "Stockholders" and each individually, a "Stockholder") to and for the...Stockholder Agreement • October 4th, 1999 • Adforce Inc • Services-computer processing & data preparation • Delaware
SUBLEASESublease • March 2nd, 1999 • Adforce Inc
LOGO] November 19, 1998 Mr. Eric Di Benedetto Convergence Partners 3000 Sand Hill Road Building 2, Suite 235 Menlo Park, CA 94025-7116 Re: SALARY CONTINUATION AND OPTION VESTING Dear Eric: This will confirm our agreement that notwithstanding any...Adforce Inc • March 2nd, 1999
This will confirm our agreement that notwithstanding any provision in my offer letter dated June 27, 1997 to the contrary, if my employment is involuntarily terminated by the Company other than for "cause" (defined to include failure to follow the written directions of the Board, dishonesty, gross misconduct, fraud or conviction of a felony), or if I resign for "good reason" (defined to include demotion, salary reduction or relocation), I will receive salary continuation at my current rate of salary and continuation of my option or restricted stock vesting for a period of twelve months following such termination.
R E C I T A L SAgreement and Plan of Merger • May 3rd, 1999 • Adforce Inc • Services-computer processing & data preparation • Delaware
ADFORCE, INC.Adforce Inc • March 2nd, 1999 • California
EXHIBIT 10.27 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ADFORCE-TM- SERVICE Web Publisher Agreement --...Publisher Agreement • March 2nd, 1999 • Adforce Inc • California
