September 28, 2009 Mr. Gregory Swayne Dear Greg:Employment Agreement • November 16th, 2009 • HSW International, Inc. • Communications services, nec • Georgia
On behalf of HSW International, Inc. (“HSW International” or the “Company”), I am pleased to offer you employment as Chief Executive Officer of HSW International under the terms set forth below in this letter agreement (the “Letter Agreement”), commencing on September 28, 2009 (the “Commencement Date”). The terms of your employment are set forth as follows:
October 30, 2009Letter Agreement for Services • November 16th, 2009 • HSW International, Inc. • Communications services, nec • Georgia
This letter (“Letter”), effective as of July 1, 2009 (“Effective Date”), is intended to summarize the agreement by and between Sharecare, Inc., a company incorporated under the laws of the State of Delaware and located at 3350 Peachtree Road, Suite 1500, Atlanta, GA 30326 (“Sharecare”), and HSW International, Inc., a company incorporated under the laws of the State of Delaware and located at the above address (“HSWI”), whereby HSWI will perform certain Services generally described herein for Sharecare in connection with the Sharecare Service. The “Sharecare Service” means the service developed by Sharecare for the creation, aggregation and provision of digital health and wellness information, tools, and other features and functionality for distribution via the Site (as defined below). In this Letter, HSWI and Sharecare may be referred to collectively as the “parties.”
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE.Secured Promissory Note • November 16th, 2009 • HSW International, Inc. • Communications services, nec • Delaware
SHARECARE, INC. 15th Floor Atlanta, GA 30326 STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • November 16th, 2009 • HSW International, Inc. • Communications services, nec • Delaware
THIS STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on October 30, 2009, between Sharecare, Inc., a Delaware corporation (“Sharecare”), and the subscriber listed above (“Subscriber”).
LICENSE AGREEMENTLicense Agreement • November 16th, 2009 • HSW International, Inc. • Communications services, nec • Delaware
THIS LICENSE AGREEMENT (this “Agreement”), effective as of this 30 day of October, 2009 (“Effective Date”), by and between Sharecare, Inc., a Georgia corporation with offices located at 3350 Peachtree Road, Suite 1500, Atlanta, GA 30326 (hereinafter “Sharecare”), and each of ZoCo 1, LLC, a limited liability company organized under the laws of the State of Delaware and located at 110 N. Carpenter Street, Chicago, Illinois 60607-2146 (“ZoCo”), Discovery SC Investment, Inc., a corporation organized under the laws of the State of Delaware and located at One Discovery Place, Silver Spring, Maryland 20910 (“Discovery”), HSW International, Inc., a company incorporated under the laws of the State of Delaware and located at One Capital City Plaza, Suite 1600, 3350 Peachtree Road, Atlanta, GA 30326 (“HSWI”), Oz Works, L.L.C. (“Oz”), Arnold Media Group, LLC (“Arnold”) (ZoCo, Discovery, HSWI, Oz and Arnold may be referred to individually as a “Licensee” or collectively as the “Licensees”).
ContractSeparation and Release Agreement • November 16th, 2009 • HSW International, Inc. • Communications services, nec • Georgia
