1 Exhibit 4.2 AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT dated February 8, 2000Shareholders Rights Agreement • March 23rd, 2000 • Dealtime Com LTD
Google Services AgreementGoogle Services Agreement • September 10th, 2004 • Shopping Com LTD • Services-business services, nec • California
This Google Services Agreement (“GSA”) is entered into by and between Google Technology Inc. and its affiliates (“Google”) and the Customer identified below and its affiliates (“Customer”). This GSA shall be effective as of the date indicated below (“GSA Effective Date”), and sets forth the terms and conditions under which Customer may use certain services made generally available by Google and described further herein (the “Services”). Such Services may be ordered by Customer, as applicable, on one or more separately stated standard Google order forms executed between the parties (Individually referred to hereinafter as an “Order Form”). Each Order Form shall be governed by this GSA and shall become effective on the date stated in such Order Form (“Order Form Effective Date”). This GSA and the corresponding Order Form(s) together constitute the “Agreement”.
ADVERTISING SERVICES AGREEMENTAdvertising Services Agreement • September 24th, 2004 • Shopping Com LTD • Services-business services, nec • California
This Advertising Services Agreement (the “Agreement”) is entered into by and between DealTime, Inc., a Delaware corporation with principal place of business at 475 Fifth Avenue New York. NY 10017 (“Customer”), and Google, Inc., a California corporation with its principal place of business at 2400 Bayshore Parkway, Mountain View, California 94043, and its affiliates (“Google”) regarding Customer’s use of the Services (defined below). This Agreement, dated August 1, 2002 (the “Effective Date”), sets forth the terms and conditions under which Google makes the Services available to Customer.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2004 • Shopping Com LTD • Services-business services, nec • New York
THIS AGREEMENT is entered into as of the 15th day of April, 2003, by and between Epinions, Inc. a Delaware corporation (the “Company”), and Nirav Tolia (the “Executive”).
ADVERTISING SERVICES AGREEMENTAdvertising Services Agreement • September 10th, 2004 • Shopping Com LTD • Services-business services, nec
This Advertising Services Agreement (the “Agreement”) is entered into by and between DealTime UK Limited (“Customer”), and Google Technology Inc., with its principal place of business at 2400 Bayshore Parkway, Mountain View, California 94043, and its affiliates (“Google”) regarding Customer’s use of the Services (defined below). This Agreement, dated April 14, 2003 (the “Effective Date”), sets forth the terms and conditions under which Google makes the Services available to Customer.
AMENDMENT NUMBER 1 TO THE GOOGLE SERVICES AGREEMENT, ORDER FORM AND THE GOOGLE SERVICES AGREEMENTGoogle Services Agreement • March 23rd, 2005 • Shopping Com LTD • Services-business services, nec
This Amendment Number 1 (“Amendment 1”) to the Google Services Agreement Order Form dated February 22, 2003 (“Order Form”) and the Google Services Agreement dated February 22, 2003 (“GSA”) is entered into as of February 21, 2005 (“Amendment Effective Date”) by and between Shopping.com, Inc. with its principal place of business at 8000 Marina Blvd. 5th Floor, Brisbane, CA, 94005 (“Customer”) and Google Inc., a Delaware corporation, with its principal place of business at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Google”).
OFFICE LEASE AGREEMENT SIERRA POINT, L.L.C., as Landlord, and EPINIONS.COM, a Delaware corporation, as Tenant. 8000 MARINA BOULEVARD BRISBANE, CALIFORNIAOffice Lease Agreement • March 23rd, 2004 • Shopping Com LTD • Services-business services, nec
This Office Lease Agreement is made and entered into as of the Effective Date by and between SIERRA POINT, L.L.C., a Delaware limited liability company, as Landlord, and EPINIONS.COM., a Delaware corporation, as Tenant.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2004 • Shopping Com LTD • Services-business services, nec • California
THIS AGREEMENT (“Agreement”) is effective as of December 1, 2003 (“Employment Date”), by and between Shopping.com (California), Inc. a Delaware corporation (the “Company”), and Greg J. Santora (the “Executive”).
Appendix C EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2005 • Shopping Com LTD • Services-business services, nec • California
otherwise be eligible. In 2005, Executive shall receive a bonus of not less than fifty percent (50%) of Executive’s base salary prorated from June 1, 2005.
THIRD AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT dated as of April 10, 2003 by and among DEALTIME LTD. and CERTAIN OF ITS SHAREHOLDERSShareholder Rights Agreement • March 23rd, 2004 • Shopping Com LTD • Services-business services, nec
THIS AGREEMENT (this “Agreement”) made as of the 10th day of April, 2003, by and among DEALTIME LTD., a company organized under the laws of the State of Israel, registered under number 51-246003-1, with offices at 1 Zoran Street, Netanya, Israel (the “Company”), and the persons and entities specified in the signature pages of this Agreement
ContractMerger Agreement • March 23rd, 2004 • Shopping Com LTD • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 9, 2003, made by and between DealTime Ltd., an Israeli corporation (“Parent”), DealTime Merger Sub 1, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Sub”), and Epinions, Inc., a Delaware corporation (the “Company” and collectively with Parent and Sub, the “Parties” and each, a “Party”).
Commercial Lease Agreement Entered into and signed in Netania on the October 7, 2002Commercial Lease Agreement • March 23rd, 2004 • Shopping Com LTD • Services-business services, nec
Underwriting AgreementUnderwriting Agreement • September 29th, 2004 • Shopping Com LTD • Services-business services, nec • California
Shopping.com Ltd., an Israeli company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] ordinary shares, NIS 0.01 par value, (“Ordinary Shares”) and, at the election of the Underwriters, up to 1,030,674 additional Ordinary Shares of the Company and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] Ordinary Shares. The aggregate of 6,871,160 Ordinary Shares to be sold by the Company and the Selling Shareholders is herein called the “Firm Shares” and the aggregate of 1,030,674 additional Ordinary Shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “S
IN COMMERCIAL CONFIDENCE AMENDMENT NUMBER ONEAdvertising Services Agreement • June 11th, 2004 • Shopping Com LTD • Services-business services, nec
This Amendment Number One (“Amendment”) is entered into by and between Google Inc. (“Google”) and DealTime UK Limited, a company incorporated under the laws of England and Wales (“Customer”). This Amendment shall be effective from 1 May 2004.
FORM OF DIRECTOR AND OFFICER INDEMNITY AGREEMENTIndemnification & Liability • April 15th, 2004 • Shopping Com LTD • Services-business services, nec
AGREEMENT, dated as of ________________, between Shopping.com Ltd., an Israeli company (the “Company”), and [insert name of officer], the [insert position of the officer] of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2005 • Shopping Com LTD • Services-business services, nec • Connecticut
This Employment Agreement (the “Agreement”) is entered into as of June 7, 2005 (the “Effective Date”) by and between Shopping.com (California), Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Shopping.com Ltd., an Israeli corporation (“Parent”), and Daniel T. Ciporin (“Chairman”).
AGREEMENT OF MERGER among: EBAY INC., a Delaware corporation; HARBOUR ACQUISITION LTD., an Israeli company; and SHOPPING.COM LTD., an Israeli companyMerger Agreement • June 7th, 2005 • Shopping Com LTD • Services-business services, nec • Delaware
THIS AGREEMENT OF MERGER is made and entered into as of June 1, 2005, by and among EBAY INC., a Delaware corporation (“Parent”), HARBOUR ACQUISITION LTD., an Israeli company under the control of Parent (“Merger Sub”), and SHOPPING.COM LTD., an Israeli company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
ContractGoogle Services Agreement • March 23rd, 2005 • Shopping Com LTD • Services-business services, nec
***** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission.
