0000950134-07-011479 Sample Contracts

LIVEWORLD, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware

THIS AGREEMENT is entered into, effective as of , 2007 by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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CONFIDENTIAL AGREEMENT FOR CONSULTING SERVICES
Confidential Agreement for Consulting Services • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Virginia

If AOL terminates this Agreement or any Schedule under Section 6.3 of the Agreement, AOL shall pay Consultant through the Progress Milestone accepted and approved above; and a pro-rata share of the next Progress Milestone Consultant is working to complete at the time the Agreement or Schedule is terminated (as set forth in Section 6.5 of the Agreement).

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Addendum Number 2 to the LiveWorld Services Agreement By and Between LiveWorld, Inc. and EBay Inc.
Services Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec

This Addendum No. 2 to the LiveWorld Services Agreement (the “Agreement”) is entered into as of November 20, 2006, by and between LiveWorld, Inc., a (“LiveWorld”) and eBay Inc. (including the eBay Affiliates) (collectively “eBay”), is effective as of January 1, 2007 (the “Effective Date”).

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LIVEWORLD SALES REPRESENTATIVE AGREEMENT
Liveworld Sales Representative Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • California

This Sales Representative Agreement (“Agreement”) is entered into as of July 7, 2006 (“Effective Date”), between LiveWorld, Inc., a Delaware corporation with offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A. (“LiveWorld”), and LiveWorld-WPP, L.L.P., 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A (“Representative”).

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OPERATING AGREEMENT OF LiveWorld-WPP, L.L.C. A DELAWARE LIMITED LIABILITY COMPANY July 7, 2006
Operating Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware
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LIVEWORLD, INC. PURCHASE AGREEMENT
Purchase Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware

This Purchase Agreement (this “Agreement”) is made and entered into as of December 22, 2006, by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thomson U.S.A., Inc. (the “Purchaser”).

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THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...
Warrant Purchase Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware

This Warrant is issued to [WPP entity] (“WPP”) by LiveWorld, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Warrant Purchase Agreement dated as of , 2006 (the “Warrant Purchase Agreement”) entered into between WPP and the Company.

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VOTING AND COVENANT AGREEMENT
Voting and Covenant Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware

This Voting and Covenant Agreement (this “Agreement”) is made as of July 7, 2006 by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”).

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AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec

AMENDMENT NO. 1, dated as of December 22, 2006, to the Investors’ Rights Agreement dated as of September 11, 2006 (the “Investors’ Rights Agreement”) by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Investors’ Rights Agreement.

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LIVEWORLD, INC. PURCHASE AGREEMENT
Purchase Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware

This Purchase Agreement (this “Agreement”) is made and entered into as of September 11, 2006, by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

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SCHEDULE NO. 9 (“Schedule 9”) DATED DECEMBER 7, 2004 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“CONSULTANT”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORK
Liveworld Inc • May 15th, 2007 • Services-business services, nec

Consultant will provide AOL with training, management, ongoing moderation services and reporting for chat rooms and message boards on the America OnlineÒ brand service (the “AOL Service”) as designated by AOL (the “Moderation Services”). The Parties acknowledge and agree that Consultant’s services in connection with AOL’s RED™ Service chat rooms and message boards are governed by Schedule No. 3 to the Agreement.

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WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware

THIS WARRANT PURCHASE AGREEMENT, dated as of July 7, 2006 (this “Agreement”) is entered into by and among LiveWorld, Inc., a Delaware corporation (the “Company”) and J. Walter Thompson U.S.A., Inc., a Delaware corporation (“WPP”).

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AMENDMENT NO. 1 TO VOTING AND COVENANT AGREEMENT
Voting and Covenant Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec

AMENDMENT NO. 1, dated as of September 11, 2006, to the Voting and Covenant Agreement dated as of July 7, 2006 (the “Voting Agreement”) by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Voting Agreement.

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FOURTH AMENDMENT TO SCHEDULE NO. 9 TO AGREEMENT FOR CONSULTING SERVICES
Consulting Services • May 15th, 2007 • Liveworld Inc • Services-business services, nec

This Fourth Amendment to Schedule No. 9 to Agreement for Consulting Services (this “Schedule 9 Fourth Amendment”), effective as of April 1, 2007 (the “Schedule 9 Fourth Amendment Effective Date”), is made and entered into by and between AOL LLC (formerly known as “America Online, Inc.”) (“AOL”), a Delaware limited liability company, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, and LiveWorld, Inc. (“Consultant”), a Delaware corporation, with principal offices at 4340 Stevens Creek Boulevard, Suite 101, San Jose, California 95129 (each a “Party” and collectively the “Parties”). All capitalized terms not otherwise defined in this Schedule 9 Fourth Amendment shall have the meanings set forth in the Agreement for Consulting Services dated as of May 12, 2003, by and between the Parties (the “Agreement”) and Schedule No. 9 to the Agreement, dated as of December 7, 2004, by and between the Parties (“Schedule 9”), as amended. The Parties wish to amend Schedule 9 as follo

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THIRD AMENDMENT TO SCHEDULE NO. 9 (“Schedule 9 Third Amendment”) DATED AS OF MAY 11, 2006 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“Consultant”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORK
Liveworld Inc • May 15th, 2007 • Services-business services, nec
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JIVE SOFTWARE RESELLER AGREEMENT
Jive Software Reseller Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • California

This SOFTWARE RESELLER AGREEMENT (“Agreement”) is made and entered into on January 1, 2005 (the “Effective Date”) by and between CoolServlets, Inc., a Delaware corporation d/b/a Jive Software (“Jive Software”), and LiveWorld, Inc., a Delaware corporation, with principal offices at 170 Knowles Drive, Los Gatos, California 95032 (“Reseller”).

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LIVEWORLD, INC. INVESTORS’ RIGHTS AGREEMENT
’ Rights Agreement • May 15th, 2007 • Liveworld Inc • Services-business services, nec • Delaware

This Investors’ Rights Agreement is entered into as of September 11, 2006, by and among LiveWorld, Inc., a Delaware corporation (the “Company”), and those Investors listed on Exhibit A hereto.

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AMENDMENT TO SCHEDULE NO. 9 (“Schedule 9”) DATED DECEMBER 8, 2006 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“Consultant”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORK
Liveworld Inc • May 15th, 2007 • Services-business services, nec
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