EXHIBIT 1.1 Resonate, Inc. Common Stock, Par Value $.0001 Per Share Underwriting Agreement ----------------------Underwriting Agreement • March 3rd, 2000 • Resonate Inc • New York
EXHIBIT (a)(1) ================================================================ ================ --------------- OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS (THE "OFFER TO EXCHANGE") --------------- THIS SUPPLEMENT CONSTITUTES PART...Resonate Inc • July 9th, 2001 • Services-prepackaged software
RESONATE INC.Restricted Stock Purchase Agreement • January 30th, 2001 • Resonate Inc • Services-prepackaged software • California
EXHIBIT 4.1 RESONATE INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of October 2, 1998, between Resonate Inc., a California corporation (the "Company"), and Kenneth Schroeder (the "Optionee"). 1. Grant of Option....Stock Option Agreement • January 30th, 2001 • Resonate Inc • Services-prepackaged software • California
RESONATE INC. -------------Indemnification Agreement • March 3rd, 2000 • Resonate Inc • Delaware
LEASEResonate Inc • March 3rd, 2000
RESONATE INC. AND MELLON INVESTOR SERVICES LLC PREFERRED STOCK RIGHTS AGREEMENT Dated as of January 9, 2003Preferred Stock Rights Agreement • January 14th, 2003 • Resonate Inc • Services-prepackaged software • New York
This Preferred Stock Rights Agreement is dated as of January 9, 2003 (this “Agreement”), between Resonate Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG GTG ACQUISITION CORP., A DELAWARE CORPORATION, RES MERGER SUB, INC. A DELAWARE CORPORATION AND RESONATE INC., A DELAWARE CORPORATION Dated January 21, 2003Agreement and Plan of Merger • January 24th, 2003 • Resonate Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 21, 2003 by and among GTG Acquisition Corp., a Delaware corporation (“Parent”), Res Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and Resonate Inc., a Delaware corporation (the “Company”), with respect to the facts and circumstances set forth below. Capitalized terms used herein without definition have the meanings set forth in Article 1 or elsewhere in this Agreement. Parent, Sub and the Company may be referred hereinafter each as a “Party” or collectively as the “Parties.”
RESONATE INC. FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • July 10th, 2000 • Resonate Inc • Services-prepackaged software • California
CHANNEL LICENSE AGREEMENT (CONTINUED)Channel License Agreement • March 28th, 2002 • Resonate Inc • Services-prepackaged software • California
PACIFIC CREDIT CORP. Boulder, Colorado 80301Resonate Inc • January 24th, 2003 • Services-prepackaged software • Delaware
This letter is made with reference to that certain Agreement and Plan of Merger (the “Merger Agreement”), of even date herewith, by and among Resonate, Inc. (the “Company”), GTG Acquisition Corp. (“Parent”) and Res Merger Sub (“Sub”). Capitalized terms used and not otherwise defined in this Letter Agreement shall have the meanings ascribed to them in the Merger Agreement.
EXHIBIT 10.7 Sun Microsystems, Inc. Binary Code License Agreement READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT") CAREFULLY BEFORE OPENING THE SOFTWARE MEDIA PACKAGE. BY OPENING THE SOFTWARE...Supplemental License Terms • July 10th, 2000 • Resonate Inc • Services-prepackaged software • California
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG ROCKET HOLDINGS LLC ROCKET SUB, INC. and RESONATE INC.Merger Agreement • January 21st, 2003 • Resonate Inc • Services-prepackaged software
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 23, 2002, by and among Rocket Holdings, LLC, a Delaware limited liability company (“Parent”), Rocket Sub, Inc., a Delaware corporation (“Sub”), and Resonate Inc., a Delaware corporation (“Company”), (the “Merger Agreement”) is made and entered into as of the 14th day of January, 2003, by and among Parent, Sub and the Company. Parent, Sub and the Company may be referred hereinafter collectively as the “Parties.”
FORM OF PROMISE TO GRANT STOCK OPTION(S)Resonate Inc • June 25th, 2001 • Services-prepackaged software
In exchange for your agreement to cancel certain stock options ("Old Option(s)") you received from Resonate Inc. ("Resonate"), Resonate hereby promises to grant you a stock option or options, as applicable, covering [_________] shares of Resonate's common stock on January 31, 2002 (the "New Option(s)"), which is the same number of shares subject to the options which you tendered for exchange and which were cancelled on July 30, 2001. The exercise price of each New Option will be the closing price of Resonate's common stock as listed on the Nasdaq National Market on January 31, 2002, except as otherwise set forth in the Exchange Offer Documents (as defined below). Each New Option will vest according to the same vesting schedule as the Old Option it replaces, subject to your continued employment with Resonate, as described below. Each New Option will otherwise be subject to the standard terms and conditions under Resonate's 2000 Stock Plan and applicable form of stock option agreement.
SUPPORT AGREEMENTSupport Agreement • December 27th, 2002 • Resonate Inc • Services-prepackaged software • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2002, by and between Resonate Inc., a Delaware corporation (the “Company”), and the undersigned securityholder (“Securityholder”) of the Company.
EXHIBIT 99.1 Effective as of February 6, 2001 Peter Watkins 1 Parkwood Drive Atherton, California 94027 Dear Peter: On behalf of the Board of Directors of Resonate Inc. ("Resonate" or the "Company"), I enthusiastically present to you this offer to...Agreement and General Release • March 27th, 2001 • Resonate Inc • Services-prepackaged software • California
