Exhibit B STOCKHOLDERS' AGREEMENT This STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of this 19th day of December, 2002, is entered into by and among USA Interactive, a Delaware corporation ("Parent"), Terrence Lee Zehrer ("Zehrer"), an...Stockholders' Agreement • December 23rd, 2002 • Udate Com Inc • Services-services, nec • Delaware
AGREEMENT for the lease ofAgreement • November 14th, 2002 • Udate Com Inc • Services-services, nec • England
SUBSCRIPTION AGREEMENT-ss.74(2)(4) THIS AGREEMENT MADE EFFECTIVE AS OF THE __ DAY OF MAY, 2000 (the "Effective Date"). BETWEEN: ANTHEM RECORDING WEST, INC. (the "Company") AND: THE PARTY NAMED AS PURCHASER BELOW (the "Purchaser") WHEREAS: A. The...Subscription Agreement • June 9th, 2000 • Anthem Recording West Inc • Services-services, nec
PURCHASE AGREEMENTPurchase Agreement • October 12th, 1999 • Anthem Recording West Inc
EXHIBIT 10.08 THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of the 23rd day of May 2000 by and among ANTHEM RECORDING WEST INC., a California corporation (the "Company"), and the purchasers of the Company's common stock listed on the...Registration Rights Agreement • April 2nd, 2001 • Udate Com Inc • Services-services, nec • California
DATED 2003 -----------------------------------------------------Merger Agreement • February 18th, 2003 • Udate Com Inc • Services-services, nec
EXHIBIT 2.03 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 2nd, 2001 • Udate Com Inc • Services-services, nec • Washington
AGREEMENT AND PLAN OF MERGER OF UDATE.COM, INC. (a Delaware corporation) AND UDATE.COM, INC. (a California corporation)Agreement and Plan of Merger • March 28th, 2001 • Udate Com Inc • Services-services, nec
Exhibit A ESCROW AGREEMENT ---------------- This Escrow Agreement is entered into as of March 29, 2001, by and among uDate.com, Inc., a Delaware corporation which is the successor to uDate.com, Inc. a California corporation (the "Buyer"), Terrence Lee...Escrow Agreement • March 19th, 2002 • Udate Com Inc • Services-services, nec • Washington
Exhibit 2.1Option Agreement • June 9th, 2000 • Anthem Recording West Inc • Services-services, nec • California
1 EXHIBIT 10.11 STOCK PURCHASE WARRANT THIS WARRANT (THE "WARRANT") IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF AN AGREEMENT (THE "AGREEMENT") BETWEEN UDATE.COM, INC. (THE "COMPANY") AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS...Stock Purchase Warrant • April 2nd, 2001 • Udate Com Inc • Services-services, nec • Delaware
Exhibit B THIS SECURITY IS BEING SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM...Udate Com Inc • March 4th, 2002 • Services-services, nec • England and Wales
1 EXHIBIT 10.10 UDATE.COM, INC.Registration Rights Agreement • April 2nd, 2001 • Udate Com Inc • Services-services, nec • Delaware
EXHIBIT 10.36 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into by and among uDate.com Limited, incorporated in England and Wales (the "COMPANY"), and Martin Clifford, an individual ("EXECUTIVE"), as of December...Employment Agreement • March 31st, 2003 • Udate Com Inc • Services-services, nec • England
EXHIBIT 10.37 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "AGREEMENT") is made and entered into by and among uDate.com Limited, incorporated in England and Wales (the "COMPANY"), and Melvyn Morris, an individual ("EXECUTIVE"), as of December...Employment Agreement • March 31st, 2003 • Udate Com Inc • Services-services, nec • England
DATED 2ND OCTOBER 2000 -----------Udate Com Inc • April 2nd, 2001 • Services-services, nec
WITNESSETHStock Purchase • March 31st, 2003 • Udate Com Inc • Services-services, nec • Delaware
Exhibit 10.31 12th November 2002 Udate.com Ltd. New Enterprise House St Helens Street Derby DE1 3GY ("the Client") For the attention of Martin Clifford Dear Martin RE: AGREEMENT FOR THE PROVISION BY THE MERCHANTS GROUP (IRELAND) LIMITED ("MERCHANTS")...Udate Com Inc • March 31st, 2003 • Services-services, nec • England
1 Exhibit 99.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made as of this 29th day of March, 2001, by and between uDate.Com, Inc., (the "Company"), and Duane A. Dahl ("Executive") (collectively, the...Executive Employment Agreement • April 6th, 2001 • Udate Com Inc • Services-services, nec • Washington
Exhibit 10.1 CONTRACT OF EMPLOYMENT This Contract of Employment ("Contract") is made as of the 13th day of August 2002 by and between: EMPLOYER uDate.com, Inc., a Delaware company whose principal place of business is at New Enterprise House, St Helens...Contract of Employment • November 14th, 2002 • Udate Com Inc • Services-services, nec • Delaware
Exhibit 99a CONFIDENTIAL OFFERING MEMORANDUM ---------------------------------- ---------------------------------------------- Anthem Recording West, Inc. (A California Corporation) Up to 2,100,000 Shares of Common Stock, .001 Par Value Offering...Stock Subscription Agreement • January 26th, 2000 • Anthem Recording West Inc • Services-services, nec
DATED 4th April 2002 HOWTIN INVESTMENTS LIMITED to UDATE.COM LIMITED of 2nd Floor extending to 4,761 sq ft Premises at new Enterprise House St Helens Street, Derby [WILKEN logo]Udate Com Inc • May 14th, 2002 • Services-services, nec
MERCHANT SERVICES AGREEMENT FACILITATED BY MONERIS SOLUTIONS, INC.Merchant Services Agreement • March 28th, 2002 • Udate Com Inc • Services-services, nec • Illinois
This Merchant Agreement (“Agreement”) is entered into between Harris Trust and Savings Bank (“Bank,” “us,” “we,” or “our”) and the undersigned Merchant (“Merchant, “you,” or “your”) in consideration of mutual promises. Bank and Merchant are independent parties contracting for services and neither is an agent, partner or joint venturer of the other. The services of Bank (other than funds settlement and transfer) are provided through MONERIS SOLUTIONS, INC., a Delaware corporation and member service provider to the Bank.
1 Exhibit 99.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made as of the 29th day of March, 2001 by and between uDate.com, Inc. ("uDate"), a Delaware corporation, and Lee Zehrer ("Consultant"). 1. ENGAGEMENT OF CONSULTANT....Consulting Agreement • April 6th, 2001 • Udate Com Inc • Services-services, nec
AGREEMENT AND PLAN OF MERGER AMONG USA INTERACTIVE, GEFFEN ACQUISITION SUB INC., UDATE.COM, INC. AND, FOR THE PURPOSES OF SECTION 7.8 AND ARTICLES X AND XI HEREOF, TERRENCE LEE ZEHRER AND ATLAS TRUST COMPANY (JERSEY) LIMITED, AS TRUSTEE OF THE...Agreement and Plan of Merger • December 23rd, 2002 • Udate Com Inc • Services-services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 19, 2002 (this “AGREEMENT’), among USA Interactive, a Delaware corporation (“PARENT”), Geffen Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“MERGER SUB”), uDate.com, Inc., a Delaware corporation (the “COMPANY”), and, for purposes of Section 7.8 and Articles X and XI hereof, Terrence Lee Zehrer, an individual (“ZEHRER”) and Atlas Trust Company (Jersey) Limited (the “TRUSTEE”), as trustee of the Internet Investments Inc. Employee Shares Trust.
UNITED STATES INTERNET CONTENT (WORLD WIDE WEB SITE) DISTRIBUTION AGREEMENTSite) Distribution Agreement • March 28th, 2002 • Udate Com Inc • Services-services, nec • Washington
THIS AGREEMENT, dated as of December ___, 2001 (the “Effective Date”), is made by and between InfoSpace Sales LLC, a Delaware limited liability company (“InfoSpace”), with offices at 601 108th Avenue NE, Suite 1200, Bellevue, WA 98004 and uDate.com, Inc., a Delaware corporation (“Company”), with offices at New Enterprise House, St. Helens St., Derby DE1 3GY, UK.
1 Exhibit 99.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement") is made as of this 29th day of March, 2001, by and between uDate.Com, Inc., (the "Company"), and Greg Heuss ("Executive") (collectively, the "Parties")...Executive Employment Agreement • April 6th, 2001 • Udate Com Inc • Services-services, nec • Washington
COMPROMISE AGREEMENTAgreement • March 28th, 2002 • Udate Com Inc • Services-services, nec • England and Wales
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2002 • Udate Com Inc • Services-services, nec • Delaware
This First Amendment to Subscription Agreement is entered into as of this 12th day of February, 2002, by and between uDate.com, Inc., a Delaware corporation and the successor corporation of Anthem Recording West, Inc., a California corporation (the “Company”), and Innovative Finance Limited (“Innovative Finance”).
e-business Hosting AgreementE-Business Hosting Agreement • August 14th, 2002 • Udate Com Inc • Services-services, nec • New York
Under this e-business Hosting Agreement (“Agreement”) between International Business Machines Corporation (“IBM”) and uDate.com, Inc. (“Customer”), IBM will provide Web hosting and related services (“Services”) to Customer. The Agreement includes the terms and conditions and the documents referenced herein (“Base Terms”), e-business hosting services order forms accepted by IBM (“Order Forms”), and applicable attachments referenced in Exhibit A of such Order Forms (“Attachments”) including Attachments for Services options selected by Customer (“Service Option Attachments”). In the event of a conflict between the Base Terms and an Attachment or an Order Form, the Base Terms will govern, except where an Attachment, Order Form, or a provision contained therein expressly states that it will govern over the Base Terms.
Exhibit A THIS SECURITY IS BEING SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT OR IF AN EXEMPTION FROM...Udate Com Inc • March 4th, 2002 • Services-services, nec • England and Wales
INVENTION AND NON-DISCLOSURE AGREEMENTInvention and Non-Disclosure Agreement • March 28th, 2002 • Udate Com Inc • Services-services, nec • Delaware
This Agreement effective as of May 23, 2000 is made between uDate.com, Inc., a Delaware corporation (hereinafter referred to collectively with its predecessors and its past, current and future subsidiary corporations as the “Company”), and Anthony Dunn (the “Employee”).
NON-COMPETE AGREEMENTNon-Compete Agreement • March 28th, 2002 • Udate Com Inc • Services-services, nec • New Jersey
This Non-Compete Agreement (the “Agreement”), made this 21st day of December, 2001 (the “Effective Date”), is entered into by uDATE.COM, INC. (“uDate”), a Delaware corporation, and DUANE DAHL and CINDY DAHL (collectively the “Restricted Individuals”), individuals.
uDate.com Letterhead ]Udate Com Inc • March 28th, 2002 • Services-services, nec
It has come to the attention of uDate.com, Inc., a Delaware corporation (“uDate”), that the way in which “the Company” is defined within your Terms of Employment and Variation Agreement dated 13 July 2001, may not clearly reflect the parties intentions at the time the document was signed.
To: The Directors uDate.com IncUdate Com Inc • March 28th, 2002 • Services-services, nec
