EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among PETOPIA.COM, INC. ICOD ACQUISITION CORP.Merger Agreement • March 13th, 2000 • Petopia Com Inc • Delaware
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 13th, 2000 • Petopia Com Inc
EXHIBIT 10.12 PETOPIA.COM, INC. COMMON STOCK PURCHASE AGREEMENT -------------------------------Common Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
February __, 2000 CIBC WORLD MARKETS CORP. SG COWEN SECURITIES CORPORATION SOUNDVIEW TECHNOLOGY GROUP, INC. As Representatives of the several Underwriters named in Schedule I to the Underwriting Agreement referred to below c/o CIBC World Markets Corp....Lock-Up Agreement • March 13th, 2000 • Petopia Com Inc • New York
AGREEMENT ---------Investors' Rights Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.9 RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
WARRANT TO PURCHASE COMMON STOCK of PETOPIA.COM, INC.Warrant Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.13 PETOPIA.COM, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENTSeries a Preferred Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.16 PETOPIA.COM, INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENT July 12, 1999 Table of ContentsSeries C Preferred Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.15 PETOPIA.COM, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT July 1, 1999 Table of ContentsSeries B Preferred Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
Exhibit 10.17 PETOPIA.COM, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT November 29, 1999 Table of ContentsSeries D Preferred Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT ------------------------- THIS AGREEMENT (the "Agreement") is made and entered into as of ____________________ between Petopia.com, Inc., a Delaware corporation ("the Company"), and ______________________ (the...Indemnification Agreement • March 13th, 2000 • Petopia Com Inc • Delaware
RECITALSSecurity Agreement • March 13th, 2000 • Petopia Com Inc • California
ARTICLE 1 PremisesCommercial Lease • March 13th, 2000 • Petopia Com Inc • California
Exhibit 10.10 RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
B. WHEREAS, under the terms of the Merger Agreement, a portion of the shares (the "Escrow Shares") of the Series E Preferred Stock of Petopia, par ------------- value $0.0001 per share (the "Petopia Series E Preferred"), to be issued in the...Escrow and Indemnity Agreement • March 13th, 2000 • Petopia Com Inc • California
e) Exception to Assignments. I understand that the provisions of ------------------------ this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor...Proprietary Information and Invention Assignment Agreement • March 13th, 2000 • Petopia Com Inc • California
PETOPIA.COM, INC.Series D Preferred Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • California
1.3 Subsequent Closings. The Company may sell up to an ------------------- additional 755,000 shares of the Series A Preferred Stock not sold at the Initial Closing to such purchasers as it shall select at one or more subsequent closings (each, a...Series a Preferred Stock Purchase Agreement • March 13th, 2000 • Petopia Com Inc • Delaware
RECITALSPatent and Trademark Security Agreement • March 13th, 2000 • Petopia Com Inc • California
Exhibit 10.43 ------------------------------------------------------------------------------ Security Agreement Debtor: IN THE COMPANY OF DOGS, INC. (formerly ICOD ACQUISITION CORP.) Address: 151 West 25th, 12th Floor New York, New York 10001 Date:...Security Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.40 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of January 31, 2000 (as amended, supplemented or otherwise modified, renewed or replaced from time to time, the "Pledge Agreement") between (i) PETOPIA.COM, INC. ("Pledgor") and (ii) GREYROCK...Pledge Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.36 Loan and Security Agreement Borrower: PETOPIA.COM, INC. Address: 1200 Folsom Street San Francisco, California 94103 Date: January 31, 2000 This Loan and Security Agreement is entered into on the above date between GREYROCK CAPITAL, a...Loan and Security Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.24 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • March 13th, 2000 • Petopia Com Inc • California
EXHIBIT 10.41 SUBORDINATION AGREEMENTSubordination Agreement • March 13th, 2000 • Petopia Com Inc
Greyrock Capital, a division of Banc of America Commercial Finance Corporation 10880 Wilshire Boulevard, Suite 1850 Los Angeles, California 90024
Exhibit 4.2 PETOPIA.COM, INC. May 3, 1999 To the Purchasers of the Series A Preferred Stock of Petopia.com, Inc. Re: Right to Participate in Initial Public Offering Ladies and Gentlemen This letter will confirm our agreement that, subject to and in...Right to Participate in Initial Public Offering • March 13th, 2000 • Petopia Com Inc
This letter will confirm our agreement that, subject to and in consideration of the purchase of shares of Series A Convertible Preferred Stock of Petopia.com, Inc. (the "Company") by TCV III (GP), TCV III, L.P., TCV III (Q), L.P., TCV III Strategic Partners, L.P. (the "IPO Holders"), in connection with the Company's firm commitment underwritten initial public offering (the "IPO"), the Company shall use its best efforts to cause the managing underwriter or underwriters of such IPO to offer to each IPO Holder the right to purchase at least that number of shares of capital stock of the Company determined by multiplying (a) their Pro-Rata Share by (b) the number of IPO Shares. If an IPO Holder wishes to purchase IPO Shares, it shall promptly respond to such offer within the time frame reasonably requested by the managing underwriter(s). The term "Pro- Rata Share" shall mean that fraction, the numerator of which is equal to the number of shares of Series A Convertible Preferred Stock (deter
Exhibit 10.42 Continuing Guarantee Borrower: PETOPIA.COM, INC. Guarantor(s): In The Company of Dogs, Inc. (formerly ICOD Acquisition Corp.) Date: January 31, 2000 This Continuing Guarantee is executed by the above-named guarantor (the Guarantor), as...Continuing Guarantee • March 13th, 2000 • Petopia Com Inc • California
e) Exception to Assignments. I understand that the provisions of ------------------------ this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor...Proprietary Information and Invention Assignment/License-Back Agreement • March 13th, 2000 • Petopia Com Inc • California
