Exhibit 10.25.1 APTIMUS, INC. 2001 STOCK PLAN STOCK OPTION AGREEMENT This Stock Option Agreement is entered into under and subject to the Company's 2001 Stock Plan. Unless otherwise defined herein, capitalized terms shall have the same meanings in...Stock Option Agreement • November 14th, 2001 • Aptimus Inc • Services-business services, nec • Washington
OPTIONEE COPY** FREESHOP.COM, INC. 1997 STOCK OPTION PLAN STOCK OPTION AGREEMENT THIS AGREEMENT is entered into this GRANT DATE ("Date of Grant") between FreeShop.com, Inc., a Washington corporation (the "Company"), and NAME (the "Optionee"). WHEREAS,...Stock Option Agreement • June 21st, 1999 • Freeshop Com Inc
1- 2 3. Commencement Date for Second Additional Space. The Lease commencement date for the Second Additional Space (the "Commencement Date for the Second Additional Space") shall be the later to occur of February 15, 2000, or the date of substantial...Lease Agreement • February 10th, 2000 • Freeshop Com Inc • Services-business services, nec
ARTICLE 1 DEFINITIONSAsset Purchase Agreement • June 21st, 1999 • Freeshop Com Inc • Washington
1 EXHIBIT 10.6 FREESHOP INTERNATIONAL, INC. STOCKHOLDERS AGREEMENT THIS AGREEMENT is made as of December 10, 1998, by and among FreeShop International, Inc., a Washington corporation (the "Corporation"), Timothy C. Choate and John Ballantine, each a...Stockholders Agreement • June 21st, 1999 • Freeshop Com Inc • Washington
ANDRights Agreement • March 18th, 2002 • Aptimus Inc • Services-business services, nec • New York
BETWEEN APTIMUS, INC. ANDAsset Purchase Agreement • April 11th, 2001 • Aptimus Inc • Services-business services, nec • Washington
EXHIBIT 10.10 FREESHOP INTERNATIONAL, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into as of September 18, 1998, by and between IMPERIAL BANK ("Bank") and FREESHOP INTERNATIONAL, INC. ("Borrower").Loan and Security Agreement • June 21st, 1999 • Freeshop Com Inc • California
EXHIBIT 10.15 AGREEMENT OF LEASE This Agreement of Lease (the "Lease"), dated as of the 26th day of _April, 2004, is by and between SIXTH & VIRGINIA PROPERTIES, a Washington General Partnership, hereinafter called "Owner", and APTIMUS, INC. a...Lease Agreement • May 17th, 2004 • Aptimus Inc • Services-business services, nec • Washington
BETWEENLease Agreement • June 21st, 1999 • Freeshop Com Inc • Washington
RECITALSIndemnification Agreement • June 21st, 1999 • Freeshop Com Inc • Washington
1 MARKETING AGREEMENT MARKETING AGREEMENT ("Agreement") as of June 1, 1999 (the "Effective Date") between Magazineoutlet.com, a division of NewSub Magazine Services LLC, (collectively "MO"), located at 5 High Ridge Park, Stamford, CT 06905, and...Marketing Agreement • September 27th, 1999 • Freeshop Com Inc • Services-business services, nec • New York
RECITALSRegistration Rights Agreement • June 21st, 1999 • Freeshop Com Inc • Washington
Exhibit 10.29 95 SOUTH JACKSON Seattle, Washington 98104 LEASE AGREEMENTLease Agreement • March 31st, 2003 • Aptimus Inc • Services-business services, nec • Washington
2 3 received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other...Warrant Agreement • August 16th, 1999 • Freeshop Com Inc • Services-business services, nec • California
STOCK PURCHASE AGREEMENT Aptimus, Inc. 95 South Jackson Street, Suite 300 Seattle, WA 98104 Ladies & Gentlemen: Each undersigned investor set forth of the Schedule of Investors attached as Annex I hereto (each, an "Investor" and, collectively, the...Stock Purchase Agreement • March 30th, 2004 • Aptimus Inc • Services-business services, nec • Delaware
2- 3 any modification of this Agreement shall be required to be signed by each of the parties to this Agreement. The Escrow Agent acts under this Agreement as a depositary only and is not a party to or bound by any agreement or undertaking which may...Escrow Agreement • June 21st, 1999 • Freeshop Com Inc • New York
1 EXHIBIT 10.12 PROMOTION AGREEMENT 1. This Promotion Agreement (the "Agreement") is dated as of May 18, 1998 between CNET, Inc. ("CNET") and FreeShop International, Inc. (the "Company"). Pursuant to this Agreement, CNET will provide various links,...Promotion Agreement • September 21st, 1999 • Freeshop Com Inc • Services-business services, nec • California
COMMON STOCKEquity Underwriting Agreement • September 21st, 1999 • Freeshop Com Inc • Services-business services, nec • Maryland
RECITALSChange in Control Agreement • March 31st, 2003 • Aptimus Inc • Services-business services, nec
1 EXHIBIT 10.5 WARRANT AGREEMENT WARRANT AGREEMENT (this "Agreement"), dated as of December 10, 1998, by and between FREESHOP INTERNATIONAL, INC., a Washington corporation (the "Grantor"), and FINGERHUT COMPANIES, INC., a Minnesota corporation (the...Warrant Agreement • June 21st, 1999 • Freeshop Com Inc • Washington
1 EXHIBIT 10.13 LINKSHARE NETWORK(TM) MEMBERSHIP AGREEMENT FOR MERCHANTS This Network Membership Agreement (the "Agreement") is dated September 23, 1998 and is made by and between LinkShare Corporation, a Delaware corporation ("We," "Us" or...Membership Agreement • June 21st, 1999 • Freeshop Com Inc • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG APOLLO GROUP, INC., ASTEROID ACQUISITION CORPORATION AND APTIMUS, INC. Dated as of August 7, 2007Merger Agreement • August 8th, 2007 • Aptimus Inc • Services-business services, nec • Washington
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of August 7, 2007 (the "Agreement Date"), by and among Apollo Group, Inc., an Arizona corporation ("Parent"), Asteroid Acquisition Corporation, a Washington corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Aptimus, Inc., a Washington corporation (the "Company").
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR...Common Stock Purchase Warrant • August 16th, 1999 • Freeshop Com Inc • Services-business services, nec • Washington
ARTICLE IInvestor Subscription Agreement • June 21st, 1999 • Freeshop Com Inc • Washington
1 EXHIBIT 10.21 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED,...Common Stock Purchase Warrant • August 16th, 1999 • Freeshop Com Inc • Services-business services, nec • Washington
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR...Common Stock Purchase Warrant • August 16th, 1999 • Freeshop Com Inc • Services-business services, nec • Washington
1 1 MARKETING AGREEMENT THIS MARKETING AGREEMENT ("Agreement") is made December 8, 1999, by and between eNews.com, Inc. ("eNews"), a Delaware corporation, located at 1225 19th Street NW, Suite 400, Washington, D.C. 20036, and FreeShop.com, Inc....Marketing Agreement • January 12th, 2000 • Freeshop Com Inc • Services-business services, nec • Washington
STOCK RESALE RESTRICTION AGREEMENTStock Resale Restriction Agreement • March 16th, 2006 • Aptimus Inc • Services-business services, nec • Washington
This STOCK RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to certain stock option award agreements (the "Option Agreements") issued under the Aptimus, Inc. 1997 Stock Option Plan (the "Plan") is made and entered into as of December 23, 2005 (“Effective Date”) by and between Aptimus, Inc., a Washington corporation ("Company"), and the employee, director or service provider whose name appears in the signature block below ("Holder").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 15th, 2007 • Aptimus Inc • Services-business services, nec
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of May ___, 2007, by and between [Employee Name] ("Employee"), and Aptimus, Inc., a Washington corporation.
Exhibit 10.26 APTIMUS, INC. 95 SOUTH JACKSON STREET, SUITE 300 SEATTLE, WA 98104 NOVEMBER 13, 2001 VIA FACSIMILE AND US MAIL FINGERHUT COMPANIES, INC. 4400 BAKER ROAD MINNETONKA, MN 55343 RE: PROMISSORY NOTE PAYOFF Gentlemen: Aptimus, Inc. ("Aptimus")...Promissory Note Payoff • November 14th, 2001 • Aptimus Inc • Services-business services, nec
Aptimus, Inc. ("Aptimus") and Fingerhut Companies, Inc. ("Fingerhut") are parties to that certain Stock Redemption Agreement (the "Agreement"), dated as of April 6, 2001, pursuant to which Aptimus redeemed 2,720,000 shares of Aptimus common stock from Fingerhut. In connection with the Agreement, Aptimus delivered to Fingerhut (i) a Promissory Note (the "Note"), dated April 16, 2001, in the principal sum of $838,000, (ii) a Warrant to Purchase Common Stock for 150,000 shares at an exercise price per share of $2.50 (the "Warrant") and (iii) a Letter Agreement, dated April 16, 2001 regarding future purchases of common stock (the "Buyback Letter Agreement").
1 EXHIBIT 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED,...Common Stock Purchase Warrant • June 21st, 1999 • Freeshop Com Inc • Washington
100 SPEAR STREET OFFICE LEASE TENANT: APTIMUS, INC., a Washington corporationOffice Lease • May 16th, 2005 • Aptimus Inc • Services-business services, nec
THIS LEASE is made as of the date specified in the Basic Lease Information by and between 100 SPEAR STREET OWNERS CORP., a Delaware corporation ("Landlord"), and the tenant specified in the Basic Lease Information ("Tenant").
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • August 8th, 2007 • Aptimus Inc • Services-business services, nec
This Amendment No. 1 dated August 7, 2007 (this “Amendment”) is to the Rights Agreement dated March 12, 2002 (the “Agreement”), by and between Aptimus, Inc. (the “Corporation”) and Mellon Investor Services LLC (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Agreement.
ContractWarrant Agreement • August 14th, 2003 • Aptimus Inc • Services-business services, nec • Washington
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
