EXHIBIT 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 19th, 2000 • Liveperson Inc • Services-business services, nec • New York
LIVEPERSON, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 4, 2020 0% Convertible Senior Notes due 2026Indenture • December 10th, 2020 • Liveperson Inc • Services-prepackaged software • New York
INDENTURE, dated as of December 4, 2020, between LIVEPERSON, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
COMMON STOCKUnderwriting Agreement • March 28th, 2000 • Liveperson Inc • Services-business services, nec • New York
WITNESSETH:Employment Agreement • January 28th, 2000 • Liveperson Inc • New York
EXHIBIT 4.2 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is being entered into and is effective as of this 27th day of January, 2000, by and among LIVE PERSON, INC., Delaware...Registration Rights Agreement • March 10th, 2000 • Liveperson Inc • Services-business services, nec • New York
To: LivePerson, Inc.Call Option Transaction • December 10th, 2020 • Liveperson Inc • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and LivePerson, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement (as defined below). Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
WITNESSETH:Employment Agreement • January 28th, 2000 • Liveperson Inc • New York
SECTION I EMPLOYMENTEmployment Agreement • January 28th, 2000 • Liveperson Inc • New York
SECTION 1 EMPLOYMENTEmployment Agreement • March 10th, 2000 • Liveperson Inc • Services-business services, nec • New York
To: LivePerson, Inc.Base Call Option Transaction • December 10th, 2020 • Liveperson Inc • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and LivePerson, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement (as defined below). Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
TAX BENEFITS PRESERVATION PLAN dated as of January 22, 2024 between LIVEPERSON, INC. and EQUINITI TRUST COMPANY, LLC as Rights AgentTax Benefits Preservation Plan • January 22nd, 2024 • Liveperson Inc • Services-prepackaged software • Delaware
TAX BENEFITS PRESERVATION PLAN, dated as of January 22, 2024 (the “Agreement”), between LivePerson, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, in its capacity as Rights Agent (as hereinafter defined).
DEFINITIONSLease Agreement • March 10th, 2000 • Liveperson Inc • Services-business services, nec • New York
LIVEPERSON, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 16th, 2023 • Liveperson Inc • Services-prepackaged software • New York
LivePerson, Inc., a Delaware corporation (the “Company”), hereby grants to the person named below (the “Participant”) Restricted Stock Units, subject to all of the terms, definitions and provisions of this Restricted Stock Unit Award Agreement (this “RSU Agreement”) and the LivePerson, Inc. 2019 Incentive Stock Plan (the “Plan”), which is incorporated herein by reference, as follows:
August 9, 2023 Dear Alex: In recognition of your contributions to LivePerson, Inc. (the “Company”), the Company has approved a special retention bonus for you equal to an aggregate amount of $375,000 (the “Retention Bonus”), to be payable as provided...Retention Bonus Agreement • April 29th, 2024 • Liveperson Inc • Services-prepackaged software
EXHIBIT 10.6 (PART 1) MASTER LEASE AND FINANCING AGREEMENT This Master Lease and Financing Agreement (together with Exhibits A through F attached hereto and hereby made a part hereof, this "Master Agreement"), dated as of August 28, 2000 is entered...Master Lease and Financing Agreement • March 30th, 2001 • Liveperson Inc • Services-business services, nec • New Jersey
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 9th, 2017 • Liveperson Inc • Services-prepackaged software • New York
This Separation Agreement and General Release (“Agreement”) is entered into by and between LivePerson, Inc. (the “Company”) and Daniel Murphy (the “Executive” and, together with the Company, the “Parties”), and effective as of November 9, 2017 (the “Effective Date”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 13th, 2012 • Liveperson Inc • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made effective as of as of _____________, between LivePerson, Inc., a Delaware corporation (the “Company,” which for the purposes of this Agreement shall include any Subsidiary, as defined herein), and the person named as Indemnitee on the signature page hereto (the “Indemnitee”).
ContractWarrant Agreement • June 4th, 2024 • Liveperson Inc • Services-prepackaged software • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.
AGREEMENT AND PLAN OF MERGER among LIVEPERSON, INC., KATO MERGERCO, INC. KASAMBA, INC., and YOAV LEIBOVICH, AS STOCKHOLDERS’ REPRESENTATIVE Dated as of June 25, 2007Merger Agreement • August 9th, 2007 • Liveperson Inc • Services-business services, nec • New York
AGREEMENTAgreement • July 21st, 2022 • Liveperson Inc • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of July 20, 2022 by and among LivePerson, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
LIVEPERSON, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • May 7th, 2019 • Liveperson Inc • Services-prepackaged software • Delaware
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • March 15th, 2011 • Liveperson Inc • Services-prepackaged software • New York
This Separation Agreement and General Release (“Agreement”) is entered into by and between LivePerson, Inc. (the “Company”) and Timothy E. Bixby (the “Executive”), and effective as of November 2, 2010 (the “Effective Date”).
14263998.21 Separation and Release of Claims Agreement YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE OF CLAIMS. This Separation and Release of Claims Agreement (the “Agreement”) is made by and between LivePerson, Inc. (the “Company”)...Separation and Release of Claims Agreement • April 29th, 2024 • Liveperson Inc • Services-prepackaged software
AMENDMENT TO SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • March 15th, 2018 • Liveperson Inc • Services-prepackaged software
THIS AMENDMENT (the “Amendment”) is entered into as of February ____, 2018 (the “Effective Date”) by and among LivePerson, Inc., (the “Company”), and Daniel Murphy (the “Executive”).
MODIFICATION TO EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2003 • Liveperson Inc • Services-business services, nec
As of this 1st day of April, 2003, LivePerson, Inc. (“LivePerson”) and Timothy E. Bixby (“Executive”) agree to modify their June 23, 1999 Employment Agreement (the “Agreement”) as follows:
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 9th, 2014 • Liveperson Inc • Services-prepackaged software • New York
This Separation Agreement and General Release ("Agreement") is entered into by and between LivePerson, Inc. and its wholly owned subsidiary LivePerson Ltd. (referred to individually or together as the context requires, the "Company") and Eli Campo (the "Executive") is made as of December 16, 2013, and will become effective on the date of execution by both parties set forth on the last page hereof (the "Effective Date").
SURRENDER AGREEMENTSurrender Agreement • November 14th, 2001 • Liveperson Inc • Services-business services, nec
THIS SURRENDER AGREEMENT (this "Agreement"), is made as of the 20th day of September, 2001, by and between VORNADO 330 WEST 34TH STREET L.L.C., a Delaware limited liability company, having an office c/o Vornado Office Management LLC, 330 Madison Avenue, New York, New York 10017 ("Landlord"), and LIVEPERSON INC., a Delaware corporation, having an office at 330 West 34th Street, New York, New York 10001 ("Tenant").
LIVEPERSON, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 16th, 2023 • Liveperson Inc • Services-prepackaged software
LivePerson, Inc.Agreement Concerning Your Transition • July 12th, 2023 • Liveperson Inc • Services-prepackaged software
As we have discussed, this letter agreement confirms that: (a) you hereby irrevocably agree to resign your seat on the Company’s Board of Directors, effective as of the date upon which you cease to hold the office of Chief Executive Officer (“CEO”), regardless of the reason or method of your ceasing to serve as CEO; (b) without altering the foregoing, you hereby resign your role as Chairman with immediate effect; and (c) the Company agrees to deliver to you, within one (1) business day of the execution of this letter agreement, an executed notice of non-renewal of the term of your Employment Agreement, in the form attached hereto. No other existing rights or obligations of the parties are affected by this letter agreement, and the terms and conditions of your employment with the Company remain subject to the existing agreements between you and the Company, including your Employment Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 10th, 2013 • Liveperson Inc • Services-prepackaged software • New York
This Separation Agreement and General Release (“Agreement”) is entered into by and between LivePerson, Inc. (the “Company”) and Michael I. Kovach (“Executive”), and effective as of April 23, 2013 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2024 • Liveperson Inc • Services-prepackaged software • New York
THIS EMPLOYMENT AGREEMENT, dated as of December 27th, 2023 (this “Agreement”), is entered into by and between LivePerson, Inc., a Delaware corporation (the “Company”), and Anthony John Sabino (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
ContractRepurchase Agreement • March 22nd, 2023 • Liveperson Inc • Services-prepackaged software • New York
REPURCHASE OPTION AGREEMENTRepurchase Option Agreement • April 1st, 2002 • Liveperson Inc • Services-business services, nec • New York
THIS AGREEMENT is made this 12th day of October 2000, between LivePerson, Inc., a Delaware corporation (the "Company"), Eitan Ron and Tal Goldberg (each a "Founder" and together, the "Founders"), and First Union National Bank, as Escrow Agent (the "Escrow Agent").
LIVEPERSON, INC. THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent INDENTURE Dated as of June 3, 2024 First Lien Convertible Senior Notes due 2029Indenture • June 4th, 2024 • Liveperson Inc • Services-prepackaged software • New York
INDENTURE, dated as of June 3, 2024, between LIVEPERSON, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Subsidiary Guarantors from time to time party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”, as more fully set forth in Section 1.01) and as collateral agent (in such capacity, the “Collateral Agent”, as more fully set forth in Section 1.01).
EXCHANGE AND PURCHASE AGREEMENTExchange and Purchase Agreement • May 13th, 2024 • Liveperson Inc • Services-prepackaged software • New York
This Exchange and Purchase Agreement (this “Agreement”) is made and entered into as of May 13, 2024, by and between LivePerson, Inc., a Delaware corporation (the “Company”), and Lynrock Lake Master Fund LP (the “Noteholder”). The Company and the Noteholder are collectively referred to herein as the “Parties” and individually as a “Party” as the context may require.
