EXHIBIT 2.01 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 9th, 2002 • Snowball Com Inc • Services-computer processing & data preparation • California
RECITALSServices Agreement • December 23rd, 1999 • Snowball Com Inc • California
EXHIBIT 10.01 SNOWBALL.COM, INC. INDEMNITY AGREEMENTIndemnification Agreement • December 23rd, 1999 • Snowball Com Inc • California
EXHIBIT 10.22 CONFIDENTIAL TREATMENT **Confidential treatment has been HAS BEEN REQUESTED FOR requested with respect to the CERTAIN PORTIONS OF THIS information contained within the DOCUMENT "[**]" markings. Such marked portions have been omitted from...Letter Agreement • February 11th, 2000 • Snowball Com Inc • Services-computer processing & data preparation
This letter agreement is intended to constitute our binding agreement as to its terms, for the foundation for a business alliance between Desktop.com and snowball.com.
EXHIBIT 10.39 AMENDMENT NO. 2 TO LEASE DATED NOVEMBER 29,1999 BRISBANE TECHNOLOGY PARK THIS AMENDMENT NO. 2 TO LEASE (this "Amendment"), dated November 16, 2000, is made and entered into by and between GAL-BRISBANE, L.P., a California limited...Lease • March 29th, 2002 • Snowball Com Inc • Services-computer processing & data preparation
AGREEMENT ---------Loan and Security Agreement • December 23rd, 1999 • Snowball Com Inc • California
RECITALSInvestor Rights Agreement • December 23rd, 1999 • Snowball Com Inc • California
THIS STOCK EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of September 28, 1999 (the "Agreement Date") by and among SNOWBALL.COM, INC., a Delaware corporation ("Snowball"), AMERITRACK, INC., a South Carolina corporation...Stock Exchange Agreement • December 23rd, 1999 • Snowball Com Inc • California
EXHIBIT 1.01 Snowball.com, Inc. Common Stock, par value $0.001 per share Underwriting Agreement ----------------------Underwriting Agreement • December 23rd, 1999 • Snowball Com Inc • New York
EXHIBIT 10.09 March 15, 1999 Teresa M. Crummett 1999 Green Street #104 San Francisco, CA 94123 Dear Teresa: On behalf of Affiliation Networks, Inc., I am pleased to offer you the position of Vice President of Corporate Marketing on the terms and...Employment Agreement • December 23rd, 1999 • Snowball Com Inc • California
March 4, 1999Employment Agreement • December 23rd, 1999 • Snowball Com Inc • California
RECITALSStock Purchase and Exchange Agreement • February 11th, 2000 • Snowball Com Inc • Services-computer processing & data preparation • California
Exhibit 4.03 AFFILIATION, INC. FOUNDER STOCK PURCHASE AGREEMENT THIS FOUNDER STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 1/st/ day of February, 1999, by and between AFFILIATION, INC., a Delaware corporation (the "Company"), and MARK...Founder Stock Purchase Agreement • September 12th, 2000 • Snowball Com Inc • Services-computer processing & data preparation • California
Exhibit 4.04 SNOWBALL.COM, INC. EARLY EXERCISE RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (this "Agreement") is made as of the 30th day of November, 1999, by and between Snowball.com, Inc., a California corporation...Restricted Stock Purchase Agreement • September 12th, 2000 • Snowball Com Inc • Services-computer processing & data preparation • California
EXHIBIT 10.10 March 15, 1999 Ken Keller 3386 Royal Meadow Lane San Jose, CA 95135 Dear Ken: On behalf of Affiliation Networks, Inc., I am pleased to offer you the position of Vice President of Engineering on the terms and conditions set forth below...Employment Agreement • December 23rd, 1999 • Snowball Com Inc • California
CONFIDENTIAL TREATMENT **Confidential treatment has been HAS BEEN REQUESTED FOR requested with respect to the CERTAIN PORTIONS OF THIS information contained within the DOCUMENT "[**]" markings. Such marked portions have been omitted from this filing...Content Agreement • February 11th, 2000 • Snowball Com Inc • Services-computer processing & data preparation • California
VOTING AGREEMENTVoting Agreement • May 5th, 2003 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
This Voting Agreement (the “Agreement”) is made and entered into as of May 2, 2003, by and among GHP Acquisition Corp., a Delaware corporation (“Buyer”), and the undersigned stockholder (the “Stockholder”) of IGN Entertainment, Inc., a Delaware (“Seller”).
RECITALS --------Offer Letter • May 14th, 2001 • Snowball Com Inc • Services-computer processing & data preparation • California
AGREEMENT AND PLAN OF MERGER between GHP ACQUISITION CORP. and IGN ENTERTAINMENT, INC. Dated as of May 2, 2003Merger Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 2, 2003, between GHP Acquisition Corp., a Delaware corporation (“Buyer”), and IGN Entertainment, Inc., a Delaware corporation (“Seller”).
BackgroundServices and Promotion Agreement • March 17th, 2000 • Snowball Com Inc • Services-computer processing & data preparation • California
eCommerce Agreement between snowball.com, Inc. and drugstore.com, inc.Ecommerce Agreement • March 10th, 2000 • Snowball Com Inc • Services-computer processing & data preparation • California
EXHIBIT 10.30 WEBCOURIER PROVIDER AGREEMENT This agreement (the "Agreement") is made and entered into as of ____________, 1999, between Microsoft Corporation ("Microsoft"), with offices at One Microsoft Way, Redmond, WA 98052-6399 and Snowball.com...Webcourier Provider Agreement • February 11th, 2000 • Snowball Com Inc • Services-computer processing & data preparation • Washington
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • California
This AGREEMENT (the “Agreement”) is entered into as of May 2, 2003 by and between GHP Acquisition Corp., a Delaware corporation with its headquarters located in Brisbane, California (the “Employer”), and Mark Jung (the “Executive”) and will become effective (the “Effective Date”) upon the Closing as defined in that certain Agreement and Plan of Merger dated as of the date hereof by and among the Employer and IGN Entertainment, Inc., a Delaware corporation (the “Merger Agreement”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
Restricted Stock Agreement under the GHP Acquisition Corp. 2003 Stock Option and Grant PlanRestricted Stock Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
Pursuant to the GHP Acquisition Corp. 2003 Stock Option and Grant Plan (the “Plan”), GHP Acquisition Corp., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $238 in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and simila
AGREEMENTSublease Agreement • December 23rd, 1999 • Snowball Com Inc
STANDARD OFFICE LEASEOffice Lease • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • California
OFFICE LEASEOffice Lease • August 26th, 2005 • Ign Entertainment Inc • Services-business services, nec • California
This OFFICE LEASE (“Lease”) is entered into as of the 20th day of October, 2003, by and between SIERRA POINT INVESTORS, LLC (“Lessor”), and IGN ENTERTAINMENT, INC. (“Lessee”).
SECURITIES PURCHASE AGREEMENT By and Among IGN Entertainment, Inc., The Investors and The Management Stockholders as defined herein Dated as of March 3, 2004Securities Purchase Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
THIS SECURITIES PURCHASE AGREEMENT is made as of March 3, 2004, by and among IGN Entertainment, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto as an Investor (collectively, the “Investors,” and each individually, an “Investor”), and each of the persons listed on Schedule A hereto as a Management Stockholder (collectively, the “Management Stockholders,” and each individually, a “Management Stockholder”).
CREDIT AGREEMENT among IGN ENTERTAINMENT, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and US Bank National Association, as Administrative Agent and as Collateral AgentCredit Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
CREDIT AGREEMENT, dated as of May 27 2005, among IGN Entertainment, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and US Bank National Association as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Ontario
THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the mutual agreements, covenants, representations, warranties and payments set forth or
EXHIBIT 10.21 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT is dated as of June 1, 1999, by and between RICHARD LEFURGY ("Lefurgy") and AFFILIATION NETWORKS, a Delaware corporation ("Affiliation"). WHEREAS, LeFurgy is presently a director of...Indemnification Agreement • December 23rd, 1999 • Snowball Com Inc • California
AGREEMENT AND PLAN OF MERGER by and among IGN Entertainment, Inc., as Parent, IGN Entertainment Acquisition Corp., as Merger Subsidiary, IncFusion Corporation d.b.a. Rotten Tomatoes, as Company, The Principal Shareholders of the Company and Patrick...Merger Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • California
AGREEMENT entered into as of June 24, 2004, by and among IGN Entertainment, Inc., a Delaware corporation (“Parent”), IGN Entertainment Acquisition Corp., a California corporation (“Merger Subsidiary”), IncFusion Corporation d.b.a. Rotten Tomatoes, a California corporation (the “Company”), Patrick Lee, Stephen Wang and Senh Duong (collectively, the “Principal Shareholders” and individually as a “Principal Shareholder”) and Patrick Lee, as the Shareholders’ Representative.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Among IGN Entertainment Inc., The Management Stockholders and The Investors as defined herein Dated as of March 3, 2004Registration Rights Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 3rd day of March, 2004, by and among IGN Entertainment, Inc., a Delaware corporation formerly known as GHP Acquisition Corp. (the “Company”), certain persons identified on the signature pages hereto as Investors (the “Investors,” and each individually, an “Investor”) and the persons identified on the signature pages hereto as Management Stockholders (collectively, the “Management Stockholders,” and each individually, a “Management Stockholder”). The Management Stockholders and the Investors are sometimes referred to herein collectively as the “Stockholders,” and each individually as a “Stockholder.”
RECITALSSeries a Preferred Stock and Series B Preferred Stock Purchase Agreement • December 23rd, 1999 • Snowball Com Inc • California
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among IGN Entertainment, Inc., The Management Stockholders and The Investors as defined herein Dated as of March 3, 2004Stockholders Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of March 3, 2004, by and among IGN Entertainment, Inc., a Delaware corporation formerly known as GHP Acquisition Corp. (the “Company”), the individuals identified on Schedule A hereto as Management Stockholders (collectively, the “Management Stockholders,” and each individually, a “Management Stockholder”), the Persons identified on Schedule A hereto as the Investors (each, an “Investor” and collectively, the “Investors”) and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Management Stockholders and the Investors are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
