VOTING AGREEMENT, dated as of July 30, 2001 (this "Agreement"), --------- among those shareholders of coolsavings.com inc. listed on Exhibit A hereto --------- (each, a "Shareholder" and, collectively, the "Shareholders"), Landmark -----------...Voting Agreement • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 30, 2001 (this "Agreement"), among Landmark Ventures VII, LLC and any affiliates or transferee --------- thereof ("Landmark"), the investors listed on Schedule I hereto (the "Current -------- -------...Registration Rights Agreement • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec • New York
WHEREAS, in anticipation of this Agreement, the Company and LCI entered into a Loan and Security Agreement dated June 14, 2001, as amended on June 27, 2001 and July 26, 2001 (the "Bridge Loan Agreement"), pursuant to which --------------------- LCI...Securities Purchase Agreement • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec • New York
WARRANTWarrant Agreement • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec • Michigan
a. coolsavings.com's authorized capital stock consists of (i) 100,000,000 shares of common stock, of which 39,063,660 shares are issued and outstanding, all of which are entitled to vote (the "coolsavings Common Stock"), and (ii) 10,000,000 shares of...Merger Agreement • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec
WHEREAS, the Series B Investors have, pursuant to the terms of a Securities Purchase Agreement, dated July 30, 2001, with the Company (the "Purchase Agreement"), agreed to purchase shares of Series B Convertible ------------------ Preferred Stock of...Shareholder Agreements • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec • New York
THIS AMENDED AND RESTATED SECURED LOAN AND SECURITY AGREEMENT (hereinafter, the "Agreement") is made between Landmark Communications, Inc. (hereinafter, --------- "Lender"), a corporation organized and existing under the laws of the State of -------...Senior Secured Loan and Security Agreement • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec • Illinois
FOR VALUE RECEIVED, the undersigned (the "Borrower") unconditionally promises to -------- pay ON DEMAND to the order of Landmark Communications, Inc., a Virginia corporation ("Lender"), without offset, at 150 W. Brambleton Avenue, Norfolk, VA ------...Commercial Demand Grid Note • August 3rd, 2001 • Coolsavings Com Inc • Services-business services, nec • Illinois
