1 EXHIBIT 1.1 e-centives, Inc. Shares of Common Stock (nominal value USD 0.01 each) Underwriting AgreementUnderwriting Agreement • September 25th, 2000 • E Centives Inc • Services-business services, nec
Exhibit 2.1 =================================================================== ============= AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BETWEEN e-centives, Inc. ("Buyer") AND BrightStreet.com, Inc. ("Seller") December 26, 2001 TABLE OF CONTENTSAsset Purchase Agreement • January 3rd, 2002 • E Centives Inc • Services-business services, nec • California
Exhibit 4.3 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT, SUCH...E Centives Inc • April 17th, 2002 • Services-business services, nec • Delaware
AMENDMENT TOEmployment Agreement • September 25th, 2000 • E Centives Inc • Services-business services, nec • Maryland
RECITALSRegistration Rights Agreement • July 28th, 2000 • E Centives Inc • Maryland
Exhibit B Form of Initial Warrant THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER...E Centives Inc • April 17th, 2002 • Services-business services, nec • Delaware
WITNESSETH:Asset Purchase Agreement • April 11th, 2001 • E Centives Inc • Services-business services, nec • California
SUBLEASE 555 TWIN DOLPHIN DRIVE, REDWOOD CITY, CAE Centives Inc • April 17th, 2002 • Services-business services, nec
WITNESSETH:Asset Purchase Agreement • April 11th, 2001 • E Centives Inc • Services-business services, nec • California
RECITALS-Branding Agreement • August 28th, 2000 • E Centives Inc • Services-business services, nec • California
AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • September 29th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 26, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and LGT Bank in Liechtenstein AG (the “Holder”).
1 EXHIBIT 10.4 EXODUS COMMUNICATIONS, INC. INTERNET DATA CENTER SERVICES AGREEMENT THIS INTERNET DATA CENTER SERVICES AGREEMENT (this "Agreement") is made effective as of the Submission Date March 23, 1998) indicated in the initial Internet Data...Center Services Agreement • July 28th, 2000 • E Centives Inc • California
AMENDMENT No. 3 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • September 29th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 3 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of September 25, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).
1 Exhibit 10.5 EMPLOYMENT AGREEMENT This Agreement is made by and between Emaginet, Inc. (the "Company"), a Delaware corporation whose address is 6903 Rockledge Drive, Suite 1200, Bethesda, Maryland 20814 and Mr. Kamran Amjadi ("Amjadi"), a Maryland...Employment Agreement • July 28th, 2000 • E Centives Inc • Maryland
AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 19th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 16, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Franca Segre (the “Holder”).
INVENDA CORPORATION2007 Stock Incentive Plan • July 19th, 2007 • Invenda Corp • Services-business services, nec
Invenda Corporation, a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2007 Stock Incentive Plan (the “Plan”).
EXHIBIT 10.3 March 23, 2000 Mr. Rob Smahl ZDNet, Inc. 650 Townsend Street San Francisco, CA 94103 Dear Rob, The purpose of this letter is to set forth the terms between e-centives, Inc. ("e-centives") and ZDNet, Inc. ("ZDNet"), whereby ZDNet will be...Technology and Marketing Agreement • September 12th, 2000 • E Centives Inc • Services-business services, nec • California
AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • January 6th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of December 31, 2005 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Venturetec, Inc. (the “Holder”).
AGREEMENT TO EXCHANGE CONVERTIBLE PROMISSORY NOTEInvenda Corp • September 19th, 2007 • Services-business services, nec • Maryland
This Agreement to exchange the Convertible Promissory Note (as defined below) is made as of , 2007 by and between Invenda Corporation (formerly E-centives, Inc.), a Delaware corporation (the “Company”), and the undersigned holder of the convertible promissory note identified on Schedule I hereto (the “Holder”).
September 24, 2002Master Services Agreement • November 15th, 2002 • E Centives Inc • Services-business services, nec • New York
The purpose of this letter is to confirm the renewal effective September 24, 2002 of the Master Services Agreement between E-centives, Inc. (“E-centives”) and [*] (the “Agreement”) in conformance with Section 9.1 of the Agreement on the same terms and conditions, provided that the new or modified terms as previously provided by E-centives to [*] and incorporated into the following documents shall be deemed incorporated into the Agreement:
AGREEMENTAgreement • August 9th, 2002 • E Centives Inc • Services-business services, nec • California
THIS AGREEMENT (this “Agreement” or “Stock Release Agreement”) is made as of June 25, 2002, between E-CENTIVES, INC., a Delaware corporation (“e-centives”), and INKTOMI CORPORATION, a Delaware corporation (“Inktomi”, and together with e-centives, the “Parties”).
WITNESSETH:Asset Purchase Agreement • April 11th, 2001 • E Centives Inc • Services-business services, nec • California
AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 19th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 17, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Union Bancaire Privée (the “Holder”).
WITNESSETH:Lease Modification and Extension Agreement • July 28th, 2000 • E Centives Inc • Maryland
EXHIBIT 10.12 MODIFICATION, ASSIGNMENT AND ASSUMPTION AGREEMENT This Modification, Assignment and Assumption Agreement (the "Assignment") is made and entered into effective November 1, 2001, by and among Brightstreet.com, Inc., a Delaware corporation...Modification, Assignment and Assumption Agreement • April 17th, 2002 • E Centives Inc • Services-business services, nec • California
RECITALSE-Centives Marketplace Agreement • April 17th, 2002 • E Centives Inc • Services-business services, nec • England and Wales
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 30th, 2005 • E Centives Inc • Services-business services, nec • Maryland
This Amendment to Convertible Promissory Note, dated as of June , 2003, is between E-centives, Inc., a Delaware corporation (the “Company”), having an address of 6901 Rockledge Drive, 6th Floor, Bethesda, Maryland 20817, and Friedli Corporate Finance, Inc. (“FCF”) and InVenture Inc. (“InVenture”, and collectively with FCF, the “Holder”), having an address of c/o Friedli Corporate Finance AG, Friegutstrasse 5, Zurich, Switzerland 8002.
AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • April 26th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of April 21, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).
AMENDMENT No. 3 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • April 26th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 3 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of April 21, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Venturetec, Inc. (the “Holder”).
PARTIAL LEASE TERMINATION AGREEMENTPartial Lease Termination Agreement • November 15th, 2002 • E Centives Inc • Services-business services, nec
This Partial Lease Termination Agreement (the “Agreement”) is made as of the 27th day of September, 2002, by and between DEMOCRACY ASSOCIATES LIMITED PARTNERSHIP (hereinafter referred to as “Landlord”) and E-centives, Inc. (f/k/a Emaginet, Inc., “Tenant”)
EXCHANGE AGREEMENTExchange Agreement • April 7th, 2005 • E Centives Inc • Services-business services, nec • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2005, is entered into by and among E-centives, Inc., a Delaware corporation (the “Company”), and the Person (as defined below) named on Schedule I (the “Noteholder”).
ASSET PURCHASE AGREEMENT by and between E-centives, Inc. and Consumer Review, Inc. As of November 8, 2002Asset Purchase Agreement • December 13th, 2002 • E Centives Inc • Services-business services, nec • Delaware
ASSET PURCHASE AGREEMENT ARTICLE I DEFINED TERMS ARTICLE II TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES ARTICLE III CONSIDERATION; EARN OUT ARTICLE IV CLOSING ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER ARTICLE VII PRE-CLOSING COVENANTS ARTICLE VIII [RESERVED ] ARTICLE IX CONDITIONS TO CLOSING ARTICLE X TERMINATION ARTICLE XI [RESERVED ] ARTICLE XII POST CLOSING COVENANTS ARTICLE XIII SURVIVAL; INDEMNIFICATION ARTICLE XIV MISCELLANEOUS TABLE OF CONTENTS
AMENDMENT No. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 30th, 2007 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 2 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of October 17, 2006 by and between E-centives, Inc., a Delaware corporation (the “Company”), and Bank Julius Baer & Co. (the “Holder”).
AMENDMENT No. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • January 6th, 2006 • E Centives Inc • Services-business services, nec • Maryland
This Amendment No. 1 (this “Amendment”) to the Convertible Promissory Note (as defined below) is made as of December [ ], 2005 by and between E-centives, Inc., a Delaware corporation (the “Company”), and US Venture 05, Inc. (the “Holder”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 6th, 2003 • E Centives Inc • Services-business services, nec • Maryland
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of this 4th day of December 2002, by and between E-centives, Inc., a Delaware corporation (the "Company"), and the undersigned (the "Investor").
