Pointcast Inc Sample Contracts

Pointcast Inc – MAINTENANCE AND SUPPORT AGREEMENT (May 20th, 1998)

EXHIBIT 10.12 MAINTENANCE AND SUPPORT AGREEMENT Maintenance and Support Agreement ("Agreement") dated as of July 25, 1997 (the "Effective Date") by and between PointCast Incorporated ("PCI"), a California corporation with its principal place of business at 501 Macara Avenue, Sunnyvale, CA 94086 and PointCast K.K. ("NewCo"), with its principal place of business at Toshin Aoyama Building, 3F, Shibuya 2-10-13, Shibuya-ku, Tokyo 150, Japan. This Agreement sets forth the terms and conditions under which PCI will localize and maintain the software (the "Software") licensed to NewCo pursuant to the License Agreement dated May 30, 1997 between PointCast Japan, L.L.C. and NewCo (the "License Agreement"). All terms shall have the meanings set forth in the License Agreement, unless otherwise defined in this Agreement. 1. Support Services. -----------

Pointcast Inc – LOAN & SECURITY AGREEMENT (May 20th, 1998)

Exhibit 10.26 LOAN & SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT entered into as of the 18th day of November, 1997 by and between MetLife Capital Corporation, a Delaware corporation, whose address is 10900 NE 4th Street, Suite 500, Bellevue, WA 98004 ("Lender") and PointCast Incorporated, a California corporation, whose address is 501 Marcara Avenue, Sunnyvale, CA 94086 ("Borrower"). WHEREAS, Lender has agreed to make a commercial loan or loans to Borrower: and WHEREAS, as a condition to making the loans, and in order to secure the repayment thereof, Lender has required Borrower to execute and deliver to Lender this Loan and Security Agreement. NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Lender agree as follows: 1. CREATION OF SECURITY INTEREST. As security for the due and punc

Pointcast Inc – LIMITED LIABILITY COMPANY AGREEMENT (May 20th, 1998)

EXHIBIT 10.6 POINTCAST JAPAN, L.L.C. LIMITED LIABILITY COMPANY AGREEMENT ----------------------------------- This LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of PointCast Japan, L.L.C. ("LLC") is made and entered into as of May 30, 1997, by and among PointCast Incorporated, a California corporation ("PCI"), TransCosmos, Incorporated, a Japanese corporation ("TCI") and such other persons or entities as may be admitted to LLC after the date hereof, whose names shall be set forth in Schedule 1 hereto (collectively with PCI and TCI, the "Members"). ---------- Capitalized terms not otherwise defined herein are defined in Section 1.9. WHEREAS, the Members desire to form a Delaware limited liability company on the terms and conditions set forth in this Agreement.

Pointcast Inc – LOAN & SECURITY AGREEMENT (May 20th, 1998)

Exhibit 10.27 REVOLVING CREDIT LOAN & SECURITY AGREEMENT (ACCOUNTS AND INVENTORY) OBLIGOR # NOTE# AGREEMENT DATE August 4,1997 CREDIT LIMIT INTEREST RATE OFFICER NO./INITIALS $5,000,000 B + 0.00% 487O3 Mary Beth Suhr 8.50% THIS AGREEMENT is entered into on August 4, 1997, between Comerica Bank- California ("Bank") as secured party, whose Headquarter Office is 333 West Santa Clara Street, San Jose, California and Pointcast Incorporated ("Borrower"), a California corporation whose sole place of business (if it has only one), chief executive office (if it has more than one place of business) or residence (if an individual) is located at 501 Macara Avenue, Sunny

Pointcast Inc – TECHNOLOGY AND TRADEMARK LICENSE AGREEMENT (May 20th, 1998)

EXHIBIT 10.13 TECHNOLOGY AND TRADEMARK LICENSE AGREEMENT This Technology and Trademark License Agreement ("Agreement") by and between PointCast Incorporated ("PCI"), a California corporation with its principal place of business at 501 Macara Avenue, Sunnyvale, CA 94086 and PointCast Japan, L.L.C. ("LLC"), a Delaware limited liability company with its principal place of business at Sumitomoseimei Akasaka Bldg., 3-3-3, Akasaka, Minato-ku, Tokyo, Japan 107, shall be effective as of May 30, 1997 (the "Effective Date"). 1. Definitions. ----------- a. "Client" shall mean PCI's software that presents information from the PointCast Network to Viewers via channels, presented on Viewers' computer monitors through SmartScreen screen savers and the interactive channel viewer module. b. "Client-Side Software" shall mean any Localized Versions deve

Pointcast Inc – ASSIGNMENT OF COMMERCIAL EXPLOITATION RIGHTS AGREEMENT (May 20th, 1998)

EXHIBIT 10.7 ASSIGNMENT OF COMMERCIAL EXPLOITATION RIGHTS AGREEMENT This is an irrevocable Assignment (the "Assignment"), effective as of May 30, 1997, of the rights and obligations of TransCosmos, Incorporated, a Japanese corporation (the "Assignor"), arising under the Commercial Exploitation Rights Agreement, dated May 30, 1997 (the "Agreement") between PointCast Incorporated, a California corporation ("PCI") and Assignor, to PointCast Japan, L.L.C., a Delaware limited liability company (the "Assignee"). Recitals WHEREAS, PCI granted certain rights and licenses to the Assignor under the Agreement; and WHEREAS, the Assignor wishes to assign its rights and licenses under the Agreement together with

Pointcast Inc – ADMINISTRATIVE SERVICES AND MANAGEMENT AGREEMENT (May 20th, 1998)

EXHIBIT 10.10 ADMINISTRATIVE SERVICES AND MANAGEMENT AGREEMENT THIS ADMINISTRATIVE SERVICES AND MANAGEMENT AGREEMENT ("Agreement") is made and entered into as of July 25, 1997, by and between PointCast K.K., a Japanese corporation ("PointCast Japan"), and TransCosmos, Incorporated, a Japanese corporation ("TCI"). RECITALS -------- 1. PointCast Incorporated, a California corporation ("PCI"), has established an English language network (the "Network") to provide current news, information services and advertising via the Internet and corporate intranets using PCI's proprietary software and interface technology. 2. PCI and TCI have formed PointCast Japan, L.L.C. (the "LLC") as a limited liability company under the laws of the State of Delaware. The LLC has formed a Japanese corporation, PointCast Japa

Pointcast Inc – STOCK OPTION AGREEMENT -- EARLY EXERCISE (May 20th, 1998)

EXHIBIT 10.2 POINTCAST INCORPORATED 1994 STOCK PLAN STOCK OPTION AGREEMENT -- EARLY EXERCISE Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement. I. NOTICE OF STOCK OPTION GRANT Name: Phil Koen ---------------------------------------- Address: ------------------------------------- You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Stock Option Agreement, as follows: Grant Number 81 -------------------------------

Pointcast Inc – SERIES D PREFERRED STOCK PURCHASE WARRANT (May 20th, 1998)

Exhibit 10.25 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. NO. 2 POINTCAST INCORPORATED DECEMBER 10, 1996 -------- ----------- SERIES D PREFERRED STOCK PURCHASE WARRANT This certifies that, for value received, Time Inc. New Media (together with any

Pointcast Inc – CERTIFICATE OF INCORPORATION (May 20th, 1998)

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF POINTCAST INCORPORATED FIRST. The name of the corporation is PointCast Incorporated. SECOND. The address of the corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH. The total number of shares which the corporation shall have authority to issue is 1,000 shares of capital stock, and the par value of each such share is $.001 per share. FIFTH. The name and mailing address of the incorporator are:

Pointcast Inc – COMMERCIAL EXPLOITATION RIGHTS AGREEMENT (May 20th, 1998)

EXHIBIT 10.9 COMMERCIAL EXPLOITATION RIGHTS AGREEMENT This Commercial Exploitation Rights Agreement ("Agreement") by and between PointCast Incorporated ("PCI"), a California corporation with its principal place of business at 501 Macara Avenue, Sunnyvale, CA 94086 and TransCosmos, Incorporated ("TCI"), a Japanese corporation with its principal place of business at Sumitomoseimei Akasaka Bldg., 3-3-3, Akasaka, Minato-ku, Tokyo, Japan 107, shall be effective as of May 30, 1997 (the "Effective Date"). 1. Definitions. ----------- a. "Commercial Exploitation Rights" shall mean the rights granted under Section 2 (a-b) below. b. "Localized PointCast Network" shall mean a localized version of the PointCast Network, in the Japanese language, whose operations are located in the Territory, utilizing PCI's technology to broadcast news, informa

Pointcast Inc – THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF (May 20th, 1998)

EXHIBIT 10.22 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF NO. ____ POINTCAST INCORPORATED DECEMBER 11, 1997 A CALIFORNIA CORPORATION This certifies

Pointcast Inc – SERIES D PREFERRED STOCK PURCHASE WARRANT (May 20th, 1998)

EXHIBIT 10.24 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (iii) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. NO. 1 POINTCAST INCORPORATED DECEMBER 10, 1996 --- ----------- SERIES D PREFERRED STOCK PURCHASE WARRANT This certifies that, for value received, Cable News Network, Inc. (together wi

Pointcast Inc – PREFERRED STOCK PURCHASE WARRANT (May 20th, 1998)

EXHIBIT 10.21 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO. PREFERRED STOCK PURCHASE WARRANT Warrant No. 1 POINTCAST INCORPORATED Void after July 31, 2002 1. ISSUANCE. In consideration of $100, receipt of which is hereby acknowledged, this Warrant is issued to Lighthouse Capital Partners, L.P. by Pointcast Incorporated, a California corporation (hereinafter with its successors called "COMPANY"). 2. PURCHASE PRICE; NUMBER OF SHARES. The registered holder of this Warr

Pointcast Inc – AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (May 20th, 1998)

EXHIBIT 4.1 POINTCAST INCORPORATED AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SEPTEMBER 12, 1997 TABLE OF CONTENTS PAGE ---- SECTION 1. Restrictions on Transferability; Registration Rights................................... 2 1.1 Certain Definitions.......................................................... 2 1.2 Restrictions on Transfer..................................................... 3 1.3 Restrictive Legend...........

Pointcast Inc – THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF (May 20th, 1998)

EXHIBIT 10.23 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE LAWS, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF NO. ____ POINTCAST INCORPORATED DECEMBER 11, 1997 A CALIFORNIA CORPORATION This certifies

Pointcast Inc – SERVICES AGREEMENT (May 20th, 1998)

EXHIBIT 10.18 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the "Agreement"), dated as of December 19, 1996 (the "Effective Date"), is between Electronic Data Systems Corporation, a Delaware corporation ("EDS"), and PointCast Incorporated, a California corporation ("PointCast"). BACKGROUND ---------- WHEREAS, the Internet & New Media Business Unit of the Communications Industry Group of EDS has resources and experience to support the delivery of Internet, Intranet and New Media services, such as consulting, systems design, integration, development, administration and project management; WHEREAS, PointCast is a company that desires to have electronic presence on the Internet by establishing and having EDS operate for it an additional data center in Plano, Texas ("the "PointCast Texas Data Center") to host PointCast's Internet servers and PointCast NetworkTM; WHEREAS, Poin

Pointcast Inc – EMPLOYMENT AGREEMENT (May 14th, 1998)

EXHIBIT 10.14 POINTCAST INC. EMPLOYMENT AGREEMENT This Agreement is made by and between PointCast Inc. (the "Company"), and David Dorman ("Executive") as of November 1, 1997. 1. Duties and Scope of Employment. ------------------------------ (a) Position; Employment Commencement Date; Duties. Executive's ---------------------------------------------- employment with the Company pursuant to this Agreement shall commence on November 1, 1997 (the "Employment Commencement Date"). As of the Employment Commencement Date, the Company shall employ the Executive as the Chief Executive Officer and President of the Company reporting to the Board of Directors of the Company (the "Board"). The period of Executive's employment hereunder is referred to herein as the "Employment Term." During the

Pointcast Inc – INDEMNIFICATION AGREEMENT (May 14th, 1998)

EXHIBIT 10.1 POINTCAST INCORPORATED INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is effective as of 1, by and between PointCast Incorporated, a Delaware corporation (the "Company"), and 2 (the "Indemnitee"). WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related entities; WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law; WHEREAS, Indemnitee does not regard the current protection available as adequate under the present circumstances, and the Indemnitee and other directors, officers, employees, agents and fiduciaries of the Company may

Pointcast Inc – LEASE AGREEMENT (May 14th, 1998)

EXHIBIT 10.17 BLDG: Macara A OWNER: 500 PROP: UNIT: 1 TENANT: LEASE AGREEMENT THIS LEASE, made this 21st day of May, 1996 between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (ARRILLAGA FAMILY TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord, and POINTCAST, INC., a California corporation, hereinafter called Tenant. WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires and takes from Landlord those cert

Pointcast Inc – PART-TIME EMPLOYMENT AND NON-COMPETITION AGREEMENT (May 14th, 1998)

EXHIBIT 10.19 POINTCAST INC. PART-TIME EMPLOYMENT AND NON-COMPETITION AGREEMENT THIS PART-TIME EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement") is entered into by and between PointCast Inc. ("PointCast") and Christopher R. Hassett ("Employee") (together, the "Parties"). WHEREAS, Employee is and has been employed by PointCast as a full-time employee; and WHEREAS, Employee desires to resign from such full-time employment; and WHEREAS, the Parties have mutually agreed to (i) release each other from any claims arising from or related to the Employee's relationship with PointCast, and (ii) transition Employee into a position wherein he provides part-time employment services to PointCast; and WHEREAS, subject to the provisions hereof, PointCast desires to ensure that Employee does not compete with it or engage in certain solicitations

Pointcast Inc – SUBLEASE (May 14th, 1998)

EXHIBIT 10.16 SUBLEASE 1. Parties: This Sublease is made and entered into as of August 29, 1997, by and between Pointcast, Inc., a California corporation ("Sublandlord"), and Internet Shopping Network, Inc., a California corporation ("Subtenant"), with respect to that certain Master Lease dated January 22, 1997, between Arrillaga Family Trust and Richard T. Peery Separate Property Trust, as "Landlord" and Sublandlord under this Sublease as "Tenant." A copy of the Master Lease is attached hereto as Exhibit A and incorporated herein by this reference. 2. Provisions Constituting Sublease: 2.1 This Sublease is subject and subordinate to the Master Lease. Upon any termination of the Master Lease, this Sublease shall also terminate. Sublandlord shall not terminate the Master Lease without the consent of Subtenant; provided however, that Sublandlord may terminate the Maste

Pointcast Inc – 1998 EMPLOYEE STOCK PURCHASE PLAN (May 14th, 1998)

EXHIBIT 10.4 POINTCAST INCORPORATED 1998 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1998 Employee Stock Purchase Plan of PointCast Incorporated. 1. Purpose. The purpose of the Plan is to provide employees of the ------- Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. ----------- (a

Pointcast Inc – 1994 STOCK PLAN (May 14th, 1998)

EXHIBIT 10.3 POINTCAST INCORPORATED 1994 STOCK PLAN (AS AMENDED FEBRUARY 24, 1998) (AS AMENDED EFFECTIVE AS OF THE EFFECTIVE DATE OF THE IPO) 1. Purposes of the Plan. The purposes of this Stock Plan are to attract -------------------- and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and

Pointcast Inc – LEASE AGREEMENT (May 14th, 1998)

EXHIBIT 10.15 BLDG: Macara B OWNER: 500 PROP: 76 UNIT: 1 TENANT: 7601 LEASE AGREEMENT THIS LEASE, made this 22nd day of January, 1997 between JOHN ARRILLAGA, Trustee, or his Successor Trustee, UTA dated 7/20/77 (ARRILLAGA FAMILY TRUST) as amended, and RICHARD T. PEERY, Trustee, or his Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended, hereinafter called Landlord and POINTCAST, INC., a California corporation, hereinafter called Tenant. WITNESSETH: Landlord hereby leases to Tenant and Tenant her

Pointcast Inc – PART-TIME EMPLOYMENT AND NON-COMPETITION AGREEMENT (May 14th, 1998)

EXHIBIT 10.20 POINTCAST INC. PART-TIME EMPLOYMENT AND NON-COMPETITION AGREEMENT THIS PART-TIME EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement") is entered into by and between PointCast Inc. ("PointCast") and Gregory P. Hassett ("Employee") (together, the "Parties"). WHEREAS, Employee is and has been employed by PointCast as a full-time employee; and WHEREAS, the Parties desire to enter into an agreement covering the future termination of such employment, if any; and WHEREAS, the Parties have mutually agreed to, in the event of any future termination of Employee's employment, (i) release each other from any claims arising from or related to the full-time employment relationship, and (ii) transition Employee into a position wherein he provides part-time employment services to PointCast; and WHEREAS PointCast desires to ensure that