INTERCLICK, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 3rd, 2010 • interCLICK, Inc. • Services-advertising • Delaware
This Director and Officer Indemnification Agreement, dated as of ___________, 2010 (this “Agreement”), is made by and between interclick, inc., a Delaware corporation (the “Company”), and ___________ (the “Indemnitee”).
SECURITY AGREEMENTSecurity Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of _____ __, 2008 among OPTIONS MEDIA GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), OPTIONS ACQUISITION SUB, INC. (“Options”, together with Company, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the “Secured Party”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on June 23, 2008, by and among OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (“Parent”), OPTIONS ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, OPTIONS ACQUISITION SUB, INC., a Delaware corporation (the “Company”) and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation and the sole stockholder of the Company (“CAN”).
Date: June 22, 2009 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF INTERCLICK, INC.interCLICK, Inc. • August 11th, 2009 • Services-advertising • Delaware
THIS IS TO CERTIFY that, for value received, __________________________, his successors and assigns (collectively, the “Holder”), are entitled to purchase, subject to the terms and conditions hereinafter set forth, ______________ shares of interCLICK, Inc., a Delaware corporation (the “Company”) common stock, $0.001 par value per share (the “Common Stock”) and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $1.40 per share (the “Exercise Price”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 12th, 2011 • Interclick, Inc. • Services-advertising • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of August 2011, by and between interclick, inc., a Delaware corporation headquartered at 11 West 19th Street, 10th floor, New York, NY 10011 and Andrew Katz, an individual residing at 365 SE 6th Avenue, Apt 307, Delray Beach, Florida 33483 (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean January 1, 2011.
OUTSIDERS ENTERTAINMENT, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _ day of August, 2007 (the “Grant Date”), is between Outsiders Entertainment, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a [choose one] [key employee, director, advisor and/or consultant] of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Outsiders Entertainment, Inc. 2007 Equity Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER by and among Yahoo! Inc., Innsbruck Acquisition Corp., and interclick, inc. Dated as of October 31, 2011Agreement and Plan of Merger • November 3rd, 2011 • Interclick, Inc. • Services-advertising • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2011 (this “Agreement”), is entered into by and among Yahoo! Inc., a Delaware corporation (“Parent”), Innsbruck Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and interclick, inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2007, is made by and between Customer Acquisition Network Holdings, Inc., a Delaware corporation (“Seller”), and Brian D. Wolff (“Buyer”).
OUTSIDERS ENTERTAINMENT, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of August, 2007 (the “Grant Date”), is between Outsiders Entertainment, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Outsiders Entertainment, Inc. 2007 Equity Incentive Plan (the “Plan”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATECustomer Acquisition Network Holdings, Inc. • June 18th, 2008 • Services-advertising
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
Working Capital Line of Credit) LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2008 • interCLICK, Inc. • Services-advertising • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 9, 2008 (the “Effective Date”) is among (a) SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965), and (b) INTERCLICK, INC., a Delaware corporation (“InterClick”), with its principal place of business at 257 Park Avenue South, New York, New York 10010 (FAX 646-304-6875), and DESKTOP ACQUISITION SUB, INC., a Delaware corporation (“Desktop”), with its principal place of business at 257 Park Avenue South, New York, New York 10010 (FAX 646-304-6875) (InterClick and Desktop are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as fo
SUBSCRIPTION AGREEMENTSubscription Agreement • July 22nd, 2008 • interCLICK, Inc. • Services-advertising • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in interCLICK, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (the “Units”), with each Unit consisting of (i) 1 share of common stock, par value $0.001 per share (the “Shares”) and (ii) a five year warrant to purchase 0.5 of one share of common stock at an exercise price of $2.50 per share, (the “Warrant”) for a purchase price of $2.00. For purposes of this Agreement, the term “Securities” shall refer to the Shares, the Warrants, and the shares of common stock underlying the Warrants (the “Warrant Shares”).
interCLICK, INC. NON-QUALIFIED STOCK OPTION AGREEMENT DIRECTORNon-Qualified Stock Option Agreement • November 17th, 2009 • interCLICK, Inc. • Services-advertising • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the____ day of _____ 2009 between interCLICK, Inc. (the “Company”) and _______ (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2008 • interCLICK, Inc. • Services-advertising • New York
This Employment Agreement (the “Agreement”) is entered into as of the 30th day of June, 2008, by and between, interCLICK, Inc., a company organized under the laws of the State of Delaware (the “Company”), and David Garrity (the “Executive”).
INTERCLICK, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 22nd, 2011 • Interclick, Inc. • Services-advertising • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between interclick, inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employee of, or consultant or advisor to, the Company or a subsidiary of the Company (a “Related Corporation”), pursuant to the Company’s 2007 Incentive Stock and Award Plan (the “Plan”).
interclick, inc. RESTRICTED STOCK AGREEMENT (Non-Assignable) Shares of Restricted Stock of interclick, inc.Restricted Stock Agreement • March 22nd, 2011 • Interclick, Inc. • Services-advertising • Delaware
THIS CERTIFIES that on __________ ___, 20__, ____________ (“Holder”) was granted _____________ shares of fully paid and non-assessable shares (“Shares”) of the Restricted Stock (par value $0.001 per share) of interclick, inc. (“Corporation”), a Delaware corporation, pursuant to the terms of the Corporation’s 2007 Incentive Stock and Award Plan (“Plan”), the terms and conditions of which are hereby incorporated as though set forth at length, and the receipt of a copy of which the Holder hereby acknowledges by his execution of this agreement. A determination of the Committee (as defined in the Plan) under the Plan as to any questions which may arise with respect to the interpretation of the provisions of this award and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.
PLEDGE AGREEMENTPledge Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
THIS PLEDGE AGREEMENT, made as of this ______ day of June, 2008 (this “Agreement”), is between OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (“Pledgor”), and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the “Pledgee”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • April 30th, 2008 • Customer Acquisition Network Holdings, Inc. • Services-advertising • New York
THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the 25th day of April, 2008, by and between, Bruce Kreindel (“Employee”) and Customer Acquisition Network Holdings, Inc., and any parents, subsidiaries, or affiliates of the Company, including, without limitation, Customer Acquisition Network, Inc. (collectively referred to herein as the “Company”).
Longview Marquis Master Fund, L.P. c/o Viking Asset Management, L.L.C.interCLICK, Inc. • September 5th, 2008 • Services-advertising • New York
Reference is hereby made to each of (i) that certain Securities Purchase Agreement, dated as of November 15, 2007, by and among Customer Acquisition Network Holdings, Inc. (n/k/a interCLICK, Inc.) (the “Company”), Longview Marquis Master Fund, L.P. (“Buyer”), and Alpha Capital Anstalt (such Securities Purchase Agreement, as amended through the date hereof and as may otherwise be amended, restated, suplemented or modified and in efect from time to time, the “Purchase Agreement”), pursuant to which the Company issued to Buyer that certain Note No. VAM-001 in the original principal amount of $4,388, 889.00 (such Note, together with any promissory note or other securities issued in exchange or substitution therefor or replacement thereof, and as any of the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the “Buyer Note”), of which $1,289,991.49 principal amount remains outstanding on the date hereof.
INTERCLICK, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 17th, 2009 • interCLICK, Inc. • Services-advertising • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of the ______ day of _______, 200__ between interCLICK, Inc. (the “Company”) and ___________ (the “Optionee”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 9th, 2008 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
This SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), effective as of January 4, 2008 (the “Effective Date”), is by and among Customer Acquisition Network Holdings, Inc., a Delaware corporation (the “Company”), Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership and Alpha Capital Anstalt, a Liechtenstein corporation (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used in this Amendment but not defined herein have the meaning set forth in the SPA (as defined below).
INTERCLICK, INC. RESTRICTED STOCK AGREEMENT EMPLOYEERestricted Stock Agreement • November 17th, 2009 • interCLICK, Inc. • Services-advertising • Delaware
This Restricted Stock Agreement (this “Agreement”), entered into as of ____________ 2009, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by interCLICK, Inc., a Delaware corporation (the “Company”), to _____________ (the “Recipient”) under the 2007 Incentive Stock and Award Plan (the “Plan”).
SEPARATION AGREEMENTSeparation Agreement • November 3rd, 2010 • interCLICK, Inc. • Services-advertising • New York
This Separation Agreement ("Agreement") is entered into by and between Michael Mathews, an individual residing at 78 Kitchawan Road, Pound Ridge, NY 10576 (“Mathews”), and Interclick, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business located at 11 West 19th Street, 10th Floor, New York, NY 10011 (“Interclick”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 1st, 2008 • interCLICK, Inc. • Services-advertising • New York
STOCK PLEDGE AGREEMENT (this “Agreement”), dated September 26, 2008 by and between interCLICK, Inc., a Delaware corporation (the “Pledgor”), GRQ Consultants, Inc. 401(k) (“GRQ”) and Barry Honig (“Honig” and together with GRQ, the “Pledgees”);
SUBSCRIPTION AGREEMENTSubscription Agreement • December 18th, 2009 • interCLICK, Inc. • Services-advertising • New York
The undersigned (the “Investor”) hereby confirms its agreement with interCLICK, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company party hereto (the “Selling Shareholders”) as follows:
AMENDMENT TO ACCOUNTS RECEIVABLE FINANCING AGREEMENTAccounts Receivable Financing Agreement • March 31st, 2009 • interCLICK, Inc. • Services-advertising
This AMENDMENT, dated as of November 24, 2008, is by and between DESKTOP ACQUISITION SUB, INC. D/B/A INTERCLICK, INC. (“Client”) and CRESTMARK COMMERCIAL CAPITAL LENDING LLC (“Crestmark”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant • July 22nd, 2008 • interCLICK, Inc. • Services-advertising
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
GUARANTYGuaranty • June 27th, 2008 • interCLICK, Inc. • Services-advertising • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this ____ day of ____, 2008 , by Options Acquisition Sub,, Inc., a Delaware corporation (“the “Guarantor”) in favor of CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation.(the “Secured Party”).
AGREEMENT AND PLAN OF MERGER by and among CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., CUSTOMER ACQUISITION NETWORK, INC. DESKTOP ACQUISITION SUB, INC., DESKTOP INTERACTIVE, INC., MICHAEL KATZ, BRANDON GUTTMAN and STEPHEN GUTTMAN, Dated as of August...Agreement and Plan of Merger • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
This Agreement and Plan of Merger is entered into as of August 31, 2007, by and among CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (“Parent”); CUSTOMER ACQUISITION NETWORK, INC. a Delaware corporation (“CAN”), DESKTOP ACQUISITION SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”); DESKTOP INTERACTIVE, INC., a Delaware corporation (the “Company”); MICHAEL KATZ, BRANDON GUTTMAN and STEPHEN GUTTMAN, the holders of all of the capital stock of the Company (each individually a “Stockholder” and collectively, the “Stockholders”). Parent, CAN, Buyer, Company and the Stockholders are each a “party” and together are “parties” to this Agreement.
Longview Marquis Master Fund, L.P. c/o Viking Asset Management, L.L.C.Options Merger Agreement • June 27th, 2008 • interCLICK, Inc. • Services-advertising
Reference is hereby made to that certain June 2008 Amendment Agreement (the “Amendment Agreement”), dated as of June 12, 2008, by and among Customer Acquisition Network Holdings, Inc. (the “Company”), the Subsidiaries and Longview Marquis Master Fund, L.P. (“Buyer”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Amendment Agreement.
ACKNOWLEDGMENT AND WAIVER AGREEMENTInterclick, Inc. • November 15th, 2011 • Services-advertising
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the “Amendment”), effective as of November __, 2007 (the “Effective Date”), is by and among Customer Acquisition Network Holdings, Inc., a Delaware corporation (the “Company”), Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership and Alpha Capital Anstalt, a Liechtenstein corporation (each, a “Buyer” and, collectively, the “Buyers”). Capitalized terms used in this Amendment but not defined herein have the meaning set forth in the SPA (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • interCLICK, Inc. • Services-advertising • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 3rd day of March, 2008, by and between Desktop Interactive, Inc. d/b/a InterClick.com, a Delaware corporation (the “Corporation”) with offices at 257 Park Avenue South, Suite 602, New York, NY 10010, and Andrew Katz, an individual residing at 365 SE 6th Avenue, Apt. 307, Delray Beach, FL 33483 (the “Employee”), under the following circumstances:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 4th, 2011 • Interclick, Inc. • Services-advertising • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of October 24, 2011 (the “Effective Date”), by and between interclick, inc., a Delaware corporation (collectively with any successors and assigns, the “Company”) headquartered at 11 West 19th Street, 10th floor, New York, NY 10011 and Keith Kaplan, an individual residing at 17 Sandhopper Trail, Westport, CT 06880 (“Executive”). As of the Effective Date, this Agreement constitutes the only agreement between Executive and the Company with regards to Executive’s employment with the Company. This Agreement supersedes any agreement between Executive and the Company executed prior to the date the last party hereto executes this Agreement with respect to the subject matter hereof, including, without limitation, any offer letter agreement or employment agreement.
ACKNOWLEDGMENT AND WAIVER AGREEMENTInterclick, Inc. • November 15th, 2011 • Services-advertising
