Exhibit 10.21 Christopher Cuddy Interim Chief Executive Officer and President Engage, Inc. 100 Brickstone Square Andover, MA 01810 August 29, 2002 RE: ENGAGE, INC. -- LETTER AGREEMENT WITH CHRISTOPHER CUDDY...Severance Agreement • November 14th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
AMONG CMGI, INC.,Stock Purchase Agreement • June 11th, 1999 • Engage Technologies Inc • Services-business services, nec • Delaware
Exhibit 10.16 ------------- AMENDMENT TO LEASE AGREEMENT AGREEMENT, made this 5th day of November, 1997, by and between MILKSON ASSOCIATES, LLC (hereinafter called Lessor) and ACCIPITER, INC. (hereinafter called Lessee). WITNESSETH: WHEREAS, Lessor...Lease Agreement • May 7th, 1999 • Engage Technologies Inc
Exhibit 10.4 ------------ [Red Brick Logo] October 6, 1998 Mr. Paul Schaut President Engage Technologies, Inc. 100 Brickstone Square Andover, Massachusetts 01810 Dear Gentlemen: This letter sets out my understanding of the agreement we reached during...Termination Agreement • July 19th, 1999 • Engage Technologies Inc • Services-business services, nec
This letter sets out my understanding of the agreement we reached during our telephone conversation earlier today between myself and Paul Schaut.
RECITALS:Lease • June 14th, 2000 • Engage Inc • Services-business services, nec
EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of October 4, 2001, is by and between ENGAGE, INC., a Delaware corporation having its principal place of business at One Hundred Brickstone Square, Andover, Massachusetts 01810 (the...Security Agreement • December 14th, 2001 • Engage Inc • Services-business services, nec • Massachusetts
BY AND BETWEENStock Purchase Agreement • December 15th, 2000 • Engage Inc • Services-business services, nec • Hong Kong
LEASELease Agreement • March 16th, 2000 • Engage Technologies Inc • Services-business services, nec • California
EXHIBIT 10.20 Robert Bartlett Executive Vice President, Chief Financial Officer and Treasurer Engage, Inc. 100 Brickstone Square Andover, MA 01810 May 10, 2002 RE: ENGAGE, INC. -- LETTER AGREEMENT WITH ROBERT BARTLETT...Letter Agreement • November 14th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
Exhibit 10.39 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of June 19, 2000, is made and entered into by and among Engage, Inc., a Delaware corporation (the "Company"), CMGI, Inc., a Delaware corporation ("CMGI"), and CPQ Holdings,...Stock Purchase Agreement • October 30th, 2000 • Engage Inc • Services-business services, nec • Delaware
BY AND AMONGMerger Agreement • March 16th, 2000 • Engage Technologies Inc • Services-business services, nec • Delaware
INVESTOR RIGHTS AGREEMENT AMENDMENT NO. 1Investor Rights Agreement • October 30th, 2000 • Engage Inc • Services-business services, nec
Exhibit 10.7 ------------ LICENSE AGREEMENT This License Agreement ("Agreement") dated as of July 31, 1998 (the "Effective Date"), is by and between Engage Technologies, Inc., with offices at 100 Brickstone Square, Andover, Massachusetts, U.S.A. 01810...License Agreement • July 19th, 1999 • Engage Technologies Inc • Services-business services, nec • Massachusetts
Exhibit 1.1 ENGAGE TECHNOLOGIES, INC. Common Stock (par value $0.01 per share) Underwriting Agreement ----------------------Underwriting Agreement • June 11th, 1999 • Engage Technologies Inc • Services-business services, nec • New York
EXHIBIT A TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec
BY AND AMONGMerger Agreement • December 15th, 1999 • Engage Technologies Inc • Services-business services, nec • Delaware
1 Exhibit 10.15 RIVERVIEW BUILDING COMPLEX 245 FIRST STREET, CAMBRIDGE, MASSACHUSETTS OFFICE LEASE AGREEMENTOffice Lease Agreement • October 30th, 2000 • Engage Inc • Services-business services, nec
ANDLease Agreement • December 15th, 1999 • Engage Technologies Inc • Services-business services, nec • North Carolina
EXHIBIT 10.2 EXECUTIVE RETENTION AGREEMENT THIS EXECUTIVE RETENTION AGREEMENT ("Agreement") by and between Engage, Inc., a Delaware corporation (the "Company") headquartered at 100 Brickstone Square, Andover, Massachusetts, and Anthony Nuzzo (the...Executive Retention Agreement • March 19th, 2001 • Engage Inc • Services-business services, nec • Massachusetts
Engage, Inc.Common Stock Purchase Warrant • September 18th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
RECITALSSeries B Convertible Preferred Stock Purchase Agreement • May 7th, 1999 • Engage Technologies Inc • Delaware
R E C I T A L SSublease • September 18th, 2002 • Engage Inc • Services-business services, nec
andUnderlease • June 11th, 1999 • Engage Technologies Inc • Services-business services, nec
EXHIBIT 99.2 GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
Upon the earlier of (i) March 15, 1998 or (ii) completion of the deliverable described in Section 3(b) of Work Order Number Two of the Consulting Agreement (the "Start Date") and for a period of two years thereafter, Red Brick shall provide Licensee...Software License Agreement • July 19th, 1999 • Engage Technologies Inc • Services-business services, nec • Massachusetts
Exhibit 10.13 ------------- SALES AND MARKETING AGREEMENT This Agreement is made and entered into effective as of September 5, 1995, ("Effective Date") by and between Internet Profiles Corporation, a California corporation ("I/PRO"), with its...Sales and Marketing Agreement • July 19th, 1999 • Engage Technologies Inc • Services-business services, nec • California
ENGAGE, INC.Investor Rights Agreement • October 30th, 2000 • Engage Inc • Services-business services, nec • Massachusetts
Exhibit 10.12 ------------- SERVICES AND LICENSE AGREEMENT This Services and License Agreement ("Agreement"), effective as of October 29, 1997 ("Effective Date"), is made by and between Lycos, Inc., a Delaware Corporation with a principal place of...Services and License Agreement • July 19th, 1999 • Engage Technologies Inc • Services-business services, nec • Massachusetts
Exhibit 10.2 INTER-COMPANY AGREEMENT THIS INTER-COMPANY AGREEMENT (the "Agreement") is made and entered into as of September 23, 1999 between CMGI Inc., a Delaware corporation ("CMGI"), and Engage Technologies, Inc., a Delaware corporation and a...Inter-Company Agreement • December 15th, 1999 • Engage Technologies Inc • Services-business services, nec • Massachusetts
SUBLEASESublease • March 19th, 2001 • Engage Inc • Services-business services, nec
ARTICLE I THE MERGERMerger Agreement • September 26th, 2000 • Engage Inc • Services-business services, nec • Delaware
EXHIBIT 99.8 INDEMNIFICATION AGREEMENT This Agreement is made as of the 9th day of September 2002, by and between Engage, Inc., a Delaware corporation (the "Corporation), and David S. Wetherell ("Indemnitee"). WHEREAS, Corporation is a party to that...Indemnification Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Delaware
EXHIBIT 99.1 THIS SECURITY IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO...Security Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
a) Entire Agreement. Either party may elect not to renew this Agreement, ---------------- except for the services set forth on Schedule A, upon 180 days' written notice ---------- to the other party prior to the expiration of the initial term or any...Facilities and Administrative Support Agreement • October 29th, 1999 • Engage Technologies Inc • Services-business services, nec • Massachusetts
EXHIBIT 10.5 DIRECTOR INDEMNIFICATION AGREEMENT This Agreement is made as of the 20th day of August 2001, by and between Engage, Inc., a Delaware corporation (the "Corporation), and ___________ ("Indemnitee"), a director of the Corporation. WHEREAS,...Director Indemnification Agreement • December 14th, 2001 • Engage Inc • Services-business services, nec • Delaware
