0001193125-04-066741 Sample Contracts

THE ACTIVE NETWORK, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 22nd, 2004 • Active Network Inc • Delaware
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 22nd, 2004 • Active Network Inc • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into this day of between The Active Network, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • April 22nd, 2004 • Active Network Inc • Delaware
] Shares The Active Network, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 22nd, 2004 • Active Network Inc • New York
Addendum to Lease Agreement Dated 9/20/1995
Lease Agreement • April 22nd, 2004 • Active Network Inc

The Active Network, Inc. and Safari Holdings, LLC (and/or Duane Harlan) hereby agree to extend the term of the building lease for 4,000’ feet of office space at 937 Enterprise Dr., Sacramento, CA 95825. The following terms shall apply:

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • April 22nd, 2004 • Active Network Inc • Delaware

THIS FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of November, 2001, by and among The Active Network, Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A attached hereto (the “Shareholders”).

THIRD AMENDMENT TO OFFICE LEASE
Office Lease • April 22nd, 2004 • Active Network Inc

That Office Lease dated June 2, 1999, as amended on November 17, 1999 (the “First Amendment”) and further amended on March 14, 2000 (the “Second Amendment”) by and between 1020 Prospect St. L.P., a California limited partnership and its predecessors, as Landlord and The Active Network. Inc., a Delaware corporation formerly known as ActiveUSA.com. Inc. and RaceGate.com, (“Tenant”) (the lease, the First Amendment and the Second Amendment are sometimes hereinafter collectively referred to as the “Lease”) is hereby amended effective July 15, 2003 (the “Amendment”) as follows:

Personal and Confidential
Active Network Inc • April 22nd, 2004

On behalf of the The Active Network, Inc., a Delaware corporation (the “Company”), I am pleased to offer you the position of Chief Financial Officer for the Company. This offer is also contingent upon the documentation of your U.S. citizenship or authorized alien work status and returning a signed copy of this letter indicating your acceptance as well as an Employee Proprietary Information and Inventions Agreement. The terms of your employment relationship with the Company will be as set forth below:

THIRD LEASE AMENDMENT Dated For Reference March 11, 2002
Third Lease • April 22nd, 2004 • Active Network Inc
SECOND AGREEMENT TO AMEND LEASE MARCH 14, 2000
Second Agreement • April 22nd, 2004 • Active Network Inc

WHEREAS, Prospect Center Corporation (“Landlord”) and RaceGate.com (“Tenant”), entered into an office lease (“the Lease”) for Suite #250 and Suite #201 and #401 in the Prospect Center Building, 1020 Prospect street, La Jolla California; and

Re: Separation Agreement
Active Network Inc • April 22nd, 2004 • California

This letter sets forth the separation agreement (the “Agreement”) between The Active Network, Inc. (the “Company”) and you in order to aid in your employment transition.

AMENDMENT TO ORIGINAL LEASE DATED JUNE 2, 1999 AND ADDENDUM III TO PROSPECT CENTER OFFICE LEASE November 17, 1999
Original Lease • April 22nd, 2004 • Active Network Inc

This amendment and addendum is attached to and made a part of the Prospect Center Office Lease dated June 2, 1999 by and between Prospect Center Corporation (“Landlord”) and RaceGate.com, a Delaware Corporation (“Lessee”) for suite #250, 304, 401 and 201, 1020 Prospect St., La Jolla CA 92037.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 22nd, 2004 • Active Network Inc • California

THIS ASSET PURCHASE AGREEMENT is entered into as of April 9, 2004, by and among Do It Sports, Inc., a Michigan corporation (“Seller”), the shareholders of Seller listed as signatories hereto (each a “Shareholder” and collectively, the “Shareholders”, which such definition explicitly excludes Harvey Appelle and Surface Combustion, Inc.) and The Active Network, Inc., a Delaware corporation (“Buyer”).

February 14, 2000
Personal and Confidential • April 22nd, 2004 • Active Network Inc

On behalf of ActiveUSA.com, Inc., a California corporation (the “Company”), I am pleased to offer you the position of Chief Commerce Officer for the Company. This offer is also contingent upon the documentation of your U.S. citizenship or authorized alien work status and returning a signed copy of this letter indicating your acceptance as well as an Employee Proprietary Information and Inventions Agreement. The terms of your employment relationship with the Company will be as set forth below:

ADDENDUM TO OFFER LETTER
Active Network Inc • April 22nd, 2004

This Addendum to Offer Letter (the “Addendum”) is made and entered into as of December 20, 2000 by and between Jon Belmonte (“Employee”) and Active.com, Inc., a Delaware corporation (“Employer”).

ADDENDUM TO OFFER LETTER
Active Network Inc • April 22nd, 2004

This Addendum to Offer Letter (the “Addendum”) is made and entered into as of December 20, 2000 by and between Matt Landa (“Employee”) and Active.com, Inc., a Delaware corporation (“Employer”).

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