SHARES LIBERATE TECHNOLOGIES COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 26th, 1999 • Liberate Technologies • Services-prepackaged software • New York
Contract Type FiledJuly 26th, 1999 Company Industry Jurisdiction
EXHIBIT 2.7 ASSET PURCHASE AGREEMENT by and between SEACHANGE INTERNATIONAL, INC., LIBERATE TECHNOLOGIES,Asset Purchase Agreement • April 19th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledApril 19th, 2005 Company Industry Jurisdiction
EXHIBIT 1.1 ____________ SHARES LIBERATE TECHNOLOGIES COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • January 21st, 2000 • Liberate Technologies • Services-prepackaged software • New York
Contract Type FiledJanuary 21st, 2000 Company Industry Jurisdiction
BETWEENSublease Agreement • May 19th, 1999 • Liberate Technologies • California
Contract Type FiledMay 19th, 1999 Company Jurisdiction
Exhibit 4.6 ----------- SECOND AMENDMENT TO RIGHTS AGREEMENT This SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") has been made and entered into as of April 15, 2005, by and between Liberate Technologies, a Delaware corporation (the...Rights Agreement • April 19th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledApril 19th, 2005 Company Industry Jurisdiction
EXHIBIT 10.43 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 16th day of July 2000, by and between Liberate Technologies, a Delaware corporation (the "Company"), and Cisco Systems, Inc., a California corporation (the...Stock Purchase Agreement • July 28th, 2000 • Liberate Technologies • Services-prepackaged software • California
Contract Type FiledJuly 28th, 2000 Company Industry Jurisdiction
LIBERATE TECHNOLOGIES and EQUISERVE TRUST COMPANY, N.A., Rights Agent Rights Agreement Dated as of May 12, 2003Rights Agreement • May 14th, 2003 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledMay 14th, 2003 Company Industry JurisdictionStock, the Board of Directors may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth (1/1000) of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).
WITNESSETH: ----------Voting Agreement • January 12th, 2001 • Liberate Technologies • Services-prepackaged software
Contract Type FiledJanuary 12th, 2001 Company Industry
LIBERATE TECHNOLOGIES STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • California
Contract Type FiledJuly 1st, 1999 Company Industry Jurisdiction
Exhibit 10.8 EMPLOYMENT AGREEMENT October 17, 1997 Dr. Wei Yen 10431 Plum Tree Lane Cupertino, CA 95014 Dear Dr. Yen: This letter confirms the terms of your employment with Network Computer, Inc. (the "Company") on and after the date hereof and...Employment Agreement • May 19th, 1999 • Liberate Technologies • California
Contract Type FiledMay 19th, 1999 Company Jurisdiction
INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ___________, ____ between Liberate Technologies, a Delaware corporation ("the Company"), and _____________________ ("Indemnitee"). WITNESSETH THAT: WHEREAS,...Indemnification Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledJuly 1st, 1999 Company Industry Jurisdiction
RECITALSCooperation Agreement • July 26th, 1999 • Liberate Technologies • Services-prepackaged software • California
Contract Type FiledJuly 26th, 1999 Company Industry Jurisdiction
Exhibit 99.2 ------------ STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT, dated as of April 15, 2005 (this "Agreement"), by and among SeaChange International, Inc. ("Purchaser") and the stockholders of Liberate Technologies ("Seller")...Stockholder Voting Agreement • April 19th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledApril 19th, 2005 Company Industry Jurisdiction
Dated: November 22, 1996 NAVIO COMMUNICATIONS, INC. NON-QUALIFIED OPTION TO PURCHASE COMMON STOCK 1. Issuance; Number of Shares; Purchase Price. Subject to the terms and conditions hereinafter set forth, < < Optionee > > (the "Purchaser"), is entitled...Option Agreement • May 19th, 1999 • Liberate Technologies
Contract Type FiledMay 19th, 1999 Company
EXHIBIT 10.46 EMPLOYEE RETENTION AGREEMENT This Employee Retention Agreement (the "Agreement") is entered into between Liberate Technologies, Inc., 2 Circle Star Way, San Carlos, California ("Liberate") and David A. Limp ("you") as of January 9, 2001...Employee Retention Agreement • January 12th, 2001 • Liberate Technologies • Services-prepackaged software • California
Contract Type FiledJanuary 12th, 2001 Company Industry Jurisdiction
VOTING AGREEMENTVoting Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledJuly 1st, 1999 Company Industry Jurisdiction
SERIES E PREFERREDSeries E Preferred Stock Purchase Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • California
Contract Type FiledJuly 1st, 1999 Company Industry Jurisdiction
BY AND AMONGMerger Agreement • February 2nd, 2000 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledFebruary 2nd, 2000 Company Industry Jurisdiction
RECITALSGuaranty of Lease • May 19th, 1999 • Liberate Technologies • California
Contract Type FiledMay 19th, 1999 Company Jurisdiction
OFFICE LEASE AGREEMENT BETWEEN EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“LANDLORD”) AND LIBERATE TECHNOLOGIES, a Delaware corporation (“TENANT”)Office Lease Agreement • April 14th, 2004 • Liberate Technologies • Services-prepackaged software • California
Contract Type FiledApril 14th, 2004 Company Industry JurisdictionTHIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 12th day of December, 2003, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”) and LIBERATE TECHNOLOGIES, a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Parking Agreement), Exhibit H (Asbestos Notification) and Exhibit I (Form of Letter of Credit).
ARTICLE I DEFINITIONSConvertible Promissory Note Purchase Agreement • July 19th, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledJuly 19th, 1999 Company Industry Jurisdiction
RECITALSStockholders Agreement • May 19th, 1999 • Liberate Technologies • Delaware
Contract Type FiledMay 19th, 1999 Company Jurisdiction
NETWORK COMPUTER, INC. ADMISSION AGREEMENTStockholders Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software
Contract Type FiledJuly 1st, 1999 Company Industry
EXHIBIT 10.24 MAINTENANCE SERVICES AGREEMENTMaintenance Services Agreement • May 19th, 1999 • Liberate Technologies • California
Contract Type FiledMay 19th, 1999 Company Jurisdiction
Exhibit 10.44 June 30, 2000 Mr. Phil Vachon Senior Vice President, Worldwide Sales Liberate Technologies c/o 2 Circle Star Way San Carlos, CA 94070 EMPLOYMENT AGREEMENT Dear Phil: This letter will confirm our agreement that if and when you decide to...Employment Agreement • August 25th, 2000 • Liberate Technologies • Services-prepackaged software
Contract Type FiledAugust 25th, 2000 Company IndustryThis letter will confirm our agreement that if and when you decide to reduce your role at Liberate, you agree to notify and discuss with me the transition date, and we agree that you will be guaranteed continued employment as Worldwide Major Accounts Specialist for a period of 18 months or other mutually agreed upon period from the transition date. Your base salary for this position will be $100,000 per year.
AMENDMENT NO. 1 TO PLAN AND AGREEMENT OF REORGANIZATION This Amendment No. 1 (this "AMENDMENT") relates to the Plan and Agreement of Reorganization (the "AGREEMENT") dated March 27, 2000 among LIBERATE TECHNOLOGIES, a Delaware corporation (the...Plan and Agreement of Reorganization • July 7th, 2000 • Liberate Technologies • Services-prepackaged software
Contract Type FiledJuly 7th, 2000 Company Industry
January 5, 2000 Mitchell E. Kertzman c/o Liberate Technologies 2 Circle Star Way San Carlos, CA 94070 Amendment to Employment Agreement Dear Mitchell: This letter will formally confirm our agreement to amend the terms of your employment agreement set...Employment Agreement • January 14th, 2000 • Liberate Technologies • Services-prepackaged software
Contract Type FiledJanuary 14th, 2000 Company IndustryThis letter will formally confirm our agreement to amend the terms of your employment agreement set forth in Liberate Technologies' (formerly Network Computer, Inc. (the "Company")) letter to you dated October 12, 1998 (the "Agreement"). In consideration for your agreement not to require the Company to make the loan specified in the third paragraph of the first page of the Agreement to you prior to December 31, 1999, we agree that the offer of the loan set forth in that paragraph shall remain open to you through April 30, 2000.
THIS STOCKHOLDER VOTING AGREEMENT CONSTITUTES AN IRREVOCABLE PROXY APPOINTMENT WITH RESPECT TO THE PRINCIPAL STOCKHOLDERS’ SHARES OF LIBERATE TECHNOLOGIES. STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • January 18th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledJanuary 18th, 2005 Company Industry JurisdictionSTOCKHOLDER VOTING AGREEMENT, dated as of January 14, 2005 (this “Agreement”), by and among Double C Technologies, LLC (“Purchaser”) and the stockholders of Liberate Technologies (“Seller”) identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).
SUBLEASE AGREEMENT BETWEEN ORACLE CORPORATION ANDSublease Agreement • May 19th, 1999 • Liberate Technologies • California
Contract Type FiledMay 19th, 1999 Company Jurisdiction
EXHIBIT 10.10 SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Settlement Agreement and General Release of All Claims (hereinafter "Agreement") is made and entered into by and between: Jerry Baker and his heirs, administrators, agents,...Settlement Agreement • May 19th, 1999 • Liberate Technologies • California
Contract Type FiledMay 19th, 1999 Company Jurisdiction
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2001 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledAugust 24th, 2001 Company Industry JurisdictionTHIS AGREEMENT (the "Agreement") is made and entered into as of , 2001 between Liberate Technologies, a Delaware corporation ("the Company"), and ("Indemnitee").
STEELCASE FINANCIAL SERVICES INC. EXHIBIT 10.37 A STEELCASE COMPANY ------------------------------------------------------------------------------- MASTER LEASE AGREEMENT NUMBER 12809 THIS MASTER LEASE AGREEMENT is dated and effective as of AUGUST 2,...Master Lease Agreement • October 13th, 1999 • Liberate Technologies • Services-prepackaged software • Michigan
Contract Type FiledOctober 13th, 1999 Company Industry Jurisdiction
ASSET PURCHASE AGREEMENT by and between DOUBLE C TECHNOLOGIES, LLC, LIBERATE TECHNOLOGIES, and LIBERATE TECHNOLOGIES CANADA, LTD. Dated as of January 14, 2005Asset Purchase Agreement • January 18th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
Contract Type FiledJanuary 18th, 2005 Company Industry JurisdictionThis ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 14, 2005, by and among DOUBLE C TECHNOLOGIES, LLC, a Delaware limited liability company (“Purchaser”), LIBERATE TECHNOLOGIES, a Delaware corporation (“Seller”), and LIBERATE TECHNOLOGIES CANADA, LTD., a corporation organized under the laws of Canada (the “Canadian Subsidiary”).
TABLE OF CONTENTSMerger Agreement • May 19th, 1999 • Liberate Technologies • California
Contract Type FiledMay 19th, 1999 Company Jurisdiction
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 8th, 2002 • Liberate Technologies • Services-prepackaged software • California
Contract Type FiledAugust 8th, 2002 Company Industry JurisdictionTHIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 19th day of July, 2002, by and between Cisco Systems, Inc., a California corporation, and its wholly owned subsidiary, Cisco Systems Investments Ltd., a Nevada corporation (collectively, the "Seller"), and Liberate Technologies, a Delaware corporation (the "Purchaser" or the "Company").