Exhibit 10.5 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 22, 2001, by and among Network Commerce Inc., a Washington corporation ("Borrower"), the financial institutions...Credit Agreement • May 15th, 2001 • Network Commerce Inc • Services-computer processing & data preparation • California
TBCC LOAN AND SECURITY AGREEMENT BORROWER: TECHWAVE INC., A WASHINGTON CORPORATION ADDRESS: 411 FIRST AVENUE SOUTH, SUITE 200 NORTH SEATTLE, WA 98104 DATE: MARCH 4, 1999 THIS LOAN AND SECURITY AGREEMENT is entered into as of the above date, between...Loan and Security Agreement • June 18th, 1999 • Shopnow Com Inc • Illinois
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of March 4, 2003 by and among BizLand, Inc. a Delaware corporation (the "Purchaser"), and Network Commerce, Inc., a Washington corporation (the "Seller")....Asset Purchase Agreement • March 10th, 2003 • Network Commerce Inc • Services-computer processing & data preparation • Washington
UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Minnesota
Exhibit 10.1 SETTLEMENT AGREEMENT 1. The parties to this Settlement Agreement (the "Agreement") are Capital Ventures International ("CVI") and Network Commerce Inc. ("NCI"). 2. "Contract" means the Securities Purchase Agreement dated as of September...Settlement Agreement • July 31st, 2001 • Network Commerce Inc • Services-computer processing & data preparation • New York
DRAFT OF FEBRUARY 3, 2000 SHOPNOW.COM INC. 10,000,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT FEBRUARY __, 2000Underwriting Agreement • February 10th, 2000 • Shopnow Com Inc • Services-computer processing & data preparation • New York
CREDIT AGREEMENT AMONGCredit Agreement • August 14th, 2000 • Network Commerce Inc • Services-computer processing & data preparation • California
EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of July 10, 2001 by and between Network Commerce Inc., a Washington corporation (the "Company") and Cody Holdings Inc. (the "Purchaser"),...Common Stock Purchase Agreement • July 31st, 2001 • Network Commerce Inc • Services-computer processing & data preparation • New York
EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 14th, 2002 • Network Commerce Inc • Services-computer processing & data preparation • Delaware
OFFICE LEASEOffice Lease • January 20th, 2000 • Shopnow Com Inc • Services-computer processing & data preparation
EXHIBIT B TO SECURITIES PURCHASE AGREEMENT VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 28, 2005 (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF) THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER...Warrant Agreement • October 4th, 2000 • Network Commerce Inc • Services-computer processing & data preparation • New York
AMONG SHOPNOW.COM INC.Merger Agreement • December 29th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of September 28, 2000, by and among Network Commerce Inc., a corporation organized under the laws of the State of Washington (the "COMPANY"), and the undersigned...Registration Rights Agreement • October 4th, 2000 • Network Commerce Inc • Services-computer processing & data preparation • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Minnesota
AMONGMerger Agreement • February 10th, 2000 • Shopnow Com Inc • Services-computer processing & data preparation • Nevada
AMENDMENT NO. 2 TORights Agreement • August 25th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
TECHWAVE INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 1999 • Shopnow Com Inc • Washington
FOR AGAINST THE THE MERGER MERGER ABSTAIN FOR AGAINST ABSTAIN 1. To approve the Agreement and / / / / / / 2. To vote with discretionary / / / / / / Plan of Merger dated authority on any other January 20, 2000, as amended, business as may properly...Proxy Agreement • May 8th, 2000 • Shopnow Com Inc • Services-computer processing & data preparation
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted "FOR" Item 1.
AGREEMENTBusiness Agreement • August 25th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • New York
111 SUTTER STREETOffice Building Lease • November 9th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • California
RECITALSHosting Services Agreement • January 14th, 2002 • Network Commerce Inc • Services-computer processing & data preparation • Delaware
OPTION GRANT OF TECHWAVE INC.Option Grant Agreement • November 1st, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of September 28, 2000, between Network Commerce Inc., a corporation organized under the laws of the State of Washington (the "COMPANY"), and Capital Ventures...Securities Purchase Agreement • October 26th, 2000 • Network Commerce Inc • Services-computer processing & data preparation • New York
ELECTRONIC DISTRIBUTOR AGREEMENT This Agreement made as of this 19th day of May, 1999 (the "Effective Date"), by and between Corel Corporation having its principal place of business at 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7 and its wholly-owned...Electronic Distributor Agreement • September 28th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
OPTION GRANT OF TECHWAVE INC.Option Grant Agreement • November 1st, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
AMONGMerger Agreement • November 24th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • California
WITNESSETH:Distributor/Marketing Agreement • September 22nd, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • New York
CROSS PROMOTION AGREEMENT THIS CROSS PROMOTION AGREEMENT, dated April 5, 1999 (the "Agreement"), is made between 24/7 Media, Inc. ("24/7"), a Delaware corporation with an address at 1250 Broadway, 27th floor, New York, NY 10001 and TechWave Inc....Cross Promotion Agreement • September 22nd, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • New York
Name of Optionee: DWAYNE WALKER ------------- OPTION GRANT OF SHOPNOW.COM INC.Option Grant • December 10th, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
ARTICLE I PREPAYMENTConvertible Note • October 26th, 2000 • Network Commerce Inc • Services-computer processing & data preparation • New York
OPTION GRANT OF TECHWAVE INC.Option Grant Agreement • November 1st, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
TERMS OF AGREEMENTTerms of Agreement • September 22nd, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • New York
2/12/99 ---------------------------------- ---------------------------------- (Date) (Date) EXHIBIT A CORPORATE MASTER AGREEMENT GENERAL TERMS AND CONDITIONSCorporate Master Agreement • June 18th, 1999 • Shopnow Com Inc • Texas
OPTION GRANT OF TECHWAVE INC.Option Grant • November 1st, 1999 • Shopnow Com Inc • Services-computer processing & data preparation • Washington
ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum to Employment Agreement is entered into as of February 28, 2001 by and between Network Commerce Inc. ("Network Commerce") and Dr. Ganapathy Krishnan, CTO ("Employee") Network Commerce and Employee entered...Employment Agreement • May 15th, 2001 • Network Commerce Inc • Services-computer processing & data preparation
