EXHIBIT 2 AGREEMENT AND PLAN OF MERGERMerger Agreement • November 24th, 1997 • Spyglass Inc • Services-prepackaged software • Delaware
EXHIBIT 10.27 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. OPERATING AGREEMENT This Agreement is entered into as of October 19, 1998 (the "Effective Date") among Spyglass,...Operating Agreement • December 22nd, 1998 • Spyglass Inc • Services-prepackaged software • Delaware
ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Closing 1 1.3 Actions at the Closing 2 1.4 Additional Action 2 1.5 Conversion of Shares 2 1.6 Dissenting Shares 3 1.7 Exchange of Shares 4 1.8 Fractional Shares 4 1.9 Options and Warrants 5 1.10 Escrow 6...Agreement and Plan of Merger • April 30th, 1999 • Spyglass Inc • Services-prepackaged software • Delaware
1 EXHIBIT 10.31 FIRST AMENDMENT TO OFFICE LEASE THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment") is made this 24th day of August, 1999 by and between PW/MS OP SUB I, LLC ("Landlord") and SPYGLASS, INC., a Delaware corporation ("Tenant")....Office Lease • December 22nd, 1999 • Spyglass Inc • Services-prepackaged software
BY AND AMONG OPENTV CORP.,Merger Agreement • March 29th, 2000 • Spyglass Inc • Services-prepackaged software • Delaware
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2000 • Spyglass Inc • Services-prepackaged software • New York
EXHIBIT 10.25 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Agreement is entered into as of October 19, 1998 (the...Common Stock and Warrant Purchase Agreement • December 22nd, 1998 • Spyglass Inc • Services-prepackaged software • Delaware
2.5 Minimum Payment Overage. Any amount in excess of the Minimum Payment for the first or second year of the Term shall be ***. 2.6 Personnel Rate Schedule Adjustments. The Personnel Rate Schedule shall increase at a rate of *** per year, effective...Development and License Agreement • May 13th, 1999 • Spyglass Inc • Services-prepackaged software
1 EXHIBIT 10.10 SPYGLASS, INC. EMPLOYMENT AND CONFIDENTIALITY AGREEMENT In consideration of employment by Spyglass, Inc. (the "Company") of the undersigned employee ("Employee"), it is understood and agreed as follows: 1. EMPLOYMENT. The Company...Employment Agreement • December 22nd, 1999 • Spyglass Inc • Services-prepackaged software • Illinois
SPYGLASS, INC.Senior Management Retention Agreement • December 22nd, 1999 • Spyglass Inc • Services-prepackaged software • Delaware
AMENDMENT #2 to TECHNOLOGY COOPERATION AGREEMENT, INCLUDING AMENDMENT OF OEM/SOURCE LICENSE AGREEMENTTechnology Cooperation Agreement • February 14th, 1997 • Spyglass Inc • Services-prepackaged software • Illinois
RECITALSSourcing Agreement • December 22nd, 1998 • Spyglass Inc • Services-prepackaged software • Delaware
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Spyglass, Inc. (Source Code) LICENSE AND DISTRIBUTION AGREEMENT Spyglass, Inc. has appointed the entity named below as the...License and Distribution Agreement • August 13th, 1998 • Spyglass Inc • Services-prepackaged software • Illinois
EXHIBIT 10.11 SPYGLASS, INC. Senior Management Retention Agreement Daryl Dahlberg Naperville Corporate Center 1240 East Diehl Road Naperville, IL 60563 Dear Daryl: Spyglass, Inc. (the "Company") recognizes that, as is the case with many publicly-held...Senior Management Retention Agreement • August 16th, 1999 • Spyglass Inc • Services-prepackaged software
SPYGLASS, INC.Senior Management Retention Agreement • December 24th, 1996 • Spyglass Inc • Services-prepackaged software • Delaware
SPYGLASS, INC.Senior Management Retention Agreement • December 24th, 1996 • Spyglass Inc • Services-prepackaged software • Delaware
AMENDMENTCommon Stock and Warrant Purchase Agreement • December 22nd, 1999 • Spyglass Inc • Services-prepackaged software
AMENDMENT #1Digital Software Integration Center Sourcing Agreement • December 22nd, 1999 • Spyglass Inc • Services-prepackaged software
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDMENT I This Amendment and attachments hereto (the "Amendment"), effective as of September 30, 1998, is entered into upon...Source License and Distribution Agreement • December 22nd, 1998 • Spyglass Inc • Services-prepackaged software • California
