Exhibit [__] ZAPME! CORPORATION CONSULTING AGREEMENT THIS AGREEMENT is made this 6th day of October, 2000 by and between ZapMe! Corporation, a Delaware corporation (the "Company"), and Rick Inatome (the "Consultant"). The Consultant is employed by the...Consulting Agreement • October 24th, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
ZAPME! CORPORATION WARRANT TO PURCHASE 150,000 SHARES OF COMMON STOCKWarrant Agreement • August 5th, 1999 • Zapme Corp • California
1 SATELLITE ONLINE SOLUTIONS CORPORATION 1997 STOCK 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 GRANT...Stock Option Agreement • October 24th, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
Exhibit 10.3 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is made by and between ZapMe! Corporation (the "Company") and Robert Stoffregen ("Employee"). WHEREAS, Employee is employed by the Company;...Settlement Agreement • May 15th, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
SETTLEMENT AGREEMENT AND GENERAL RELEASE THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (the "RELEASE"), dated May 20th 2003, is entered into by and between GILAT SATELLITE NETWORKS LTD., having its principal place of business at 21 Yegia Kapayim St.,...Settlement Agreement • August 14th, 2003 • Rstar Corp • Services-computer programming, data processing, etc.
RECITALSCommon Stock Purchase Agreement • August 5th, 1999 • Zapme Corp • California
SUBLEASE AGREEMENTSublease Agreement • March 31st, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
RECITALS --------Executive Employment Agreement • April 15th, 2003 • Rstar Corp • Services-computer programming, data processing, etc. • Florida
EXHIBIT 10.16 ZAPME! CORPORATION EMPLOYMENT AGREEMENT This Agreement is entered into and effective as of October 8, 2000 (the "Effective Date") by and between ZapMe! Corporation (the "Company"), and Lance Mortensen ("Executive"). 1. DUTIES AND SCOPE...Employment Agreement • April 17th, 2001 • Rstar Corp • Services-computer programming, data processing, etc. • California
Exhibit 10.26 ZAPME! CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT THIS RESTRICTED STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made by and between Lance Mortensen ("PURCHASER") and ZapMe! Corporation, a Delaware corporation (the "COMPANY")...Restricted Stock Purchase Agreement • December 3rd, 1999 • Zapme Corp • Services-computer programming, data processing, etc. • California
AGREEMENT AND PLAN OF MERGER OF ZAPME! DELAWARE CORPORATION (A DELAWARE CORPORATION), AND ZAPME! CORPORATION (A CALIFORNIA CORPORATION)Merger Agreement • September 13th, 1999 • Zapme Corp • Services-computer programming, data processing, etc.
NEW SUB LOGO]Marketing Agreement • August 5th, 1999 • Zapme Corp
EXHIBIT 10.7 SATELLITE ONLINE SOLUTIONS CORPORATION EMPLOYMENT AGREEMENT Agreement made as of this 1st day of June 1997, by and among Darryl N. Deaton of 172 Serra Ct., Vallejo, California ("Employee") and Satellite Online Solutions (the "Company")....Employment Agreement • August 5th, 1999 • Zapme Corp • California
EXHIBIT 10.18 FINAL TERMS OF EMPLOYMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is made by and between ZapMe! Corporation (the "Company") and Donald D. Kingsborough ("Employee"). WHEREAS, Employee is employed by...Settlement Agreement • April 17th, 2001 • Rstar Corp • Services-computer programming, data processing, etc. • California
CONFIDENTIAL TREATMENT REQUESTED AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • March 31st, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • New York
VOTING AGREEMENTVoting Agreement • September 13th, 1999 • Zapme Corp • Services-computer programming, data processing, etc. • California
BY AND AMONGShare Purchase Agreement • May 25th, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • New York
AMENDMENT TO CLOSING AGREEMENT ------------------------------ (the "AMENDMENT AGREEMENT") THIS AMENDMENT AGREEMENT, dated as of the 2nd day of May, 2003 (the "EFFECTIVE DATE"), is entered into by and among GILAT-TO-HOME LATIN AMERICA (HOLLAND) N.V., a...Closing Agreement • May 8th, 2003 • Rstar Corp • Services-computer programming, data processing, etc.
Exhibit 10.17 ZAPME! CORPORATION FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of , by and between ZapMe! Corporation, a Delaware corporation (the "COMPANY"or "ZAPME! DELAWARE"), and _______________...Indemnification Agreement • August 5th, 1999 • Zapme Corp • Delaware
EXHIBIT 10.19 FINAL TERMS AGREEMENT AND RELEASE This Settlement Agreement and Release ("Agreement") is made by and between ZapMe! Corporation (the "Company") and David Lundberg ("Employee"). WHEREAS, Employee was employed by the Company; WHEREAS, the...Settlement Agreement • April 17th, 2001 • Rstar Corp • Services-computer programming, data processing, etc. • California
RECITALSRepresentative Agreement • August 14th, 2003 • Rstar Corp • Services-computer programming, data processing, etc. • Delaware
Exhibit 10.11 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF...Warrant Agreement • August 5th, 1999 • Zapme Corp • California
OFFICE LEASEOffice Lease • March 31st, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
SUBLEASESublease Agreement • March 31st, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
FORM OF SUBSCRIPTION AGREEMENT GENERAL TERMSSubscription Agreement • August 5th, 1999 • Zapme Corp • California
QuickLinks -- Click here to rapidly navigate through this documentEmployment Agreement • August 14th, 2001 • Rstar Corp • Services-computer programming, data processing, etc.
This letter shall serve to confirm the agreement we reached in connection with your continued employment with rStar Corporation (the "Company") as its Chief Operating Officer. In that position, you will continue to report to the Chief Executive Officer of the Company.
Exhibit 10.3 ZAPME! CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT DATED SEPTEMBER 13, 1999 AMENDED AS OF JUNE 21, 2000 THIS AGREEMENT is made by and between ZapMe! Corporation, a Delaware corporation (the "Company"), and Rick Inatome (the...Restricted Stock Purchase Agreement • August 21st, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
RECITALSInvestors' Rights Agreement • October 19th, 1999 • Zapme Corp • Services-computer programming, data processing, etc. • California
RECITALSProducts and Services Agreement • October 19th, 1999 • Zapme Corp • Services-computer programming, data processing, etc. • New York
SECOND AMENDED AND RESTATED ACQUISITION AGREEMENT DATED AS OF DECEMBER 31, 2001 AMONG GILAT TO HOME LATIN AMERICA (HOLLAND) N.V., rSTAR CORPORATION, AND GILAT SATELLITE NETWORKS LTD. RELATING TO THE ACQUISITION OF STARBAND LATIN AMERICA (HOLLAND) B.V.Acquisition Agreement • January 17th, 2002 • Rstar Corp • Services-computer programming, data processing, etc. • Delaware
This SECOND AMENDED AND RESTATED ACQUISITION AGREEMENT, dated as of December 31, 2001 (this "Agreement"), is among Gilat To Home Latin America (Holland) N.V., a Dutch corporation ("Seller"), rStar Corporation, a Delaware corporation ("Purchaser"), and Gilat Satellite Networks Ltd., an Israeli corporation, the indirect parent of Seller and an indirect majority stockholder of Purchaser ("Gilat Israel" and together with Seller, the "Gilat Parties" and each a "Gilat Party").
RECITALSEngineering, Procurement, and Construction Management Agreement • August 14th, 2003 • Rstar Corp • Services-computer programming, data processing, etc.
Advertising Pilot Agreement Between Zap Me! and Xerox June 30, 1999Advertising Pilot Agreement • August 5th, 1999 • Zapme Corp
It is understood by all parties that the advertising pilot is a best effort through December 31, 1999, by both companies, to provide resources to the project for the creation, implementation, and testing of the marketing messages Xerox deems will provide effective awareness and engagement for Xerox products with school administrators and businesses using the Zap Me! netspace.
WITNESSETH: -----------Sublease Agreement • August 21st, 2000 • Zapme Corp • Services-computer programming, data processing, etc. • California
ANNEX ATender Offer Agreement • October 24th, 2000 • Zapme Corp • Services-computer programming, data processing, etc.
DATED AS OFAcquisition Agreement • September 14th, 2001 • Rstar Corp • Services-computer programming, data processing, etc. • Delaware
