Vicinity Corp Sample Contracts

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NAVISITE SITEHARBOR CO-LOCATION SERVICES AGREEMENT
Services Agreement • November 3rd, 1999 • Vicinity Corp • Massachusetts
ARTICLE 1. RIGHT OF FIRST REFUSAL ON COMPANY ISSUANCES
Shareholders Agreement • November 3rd, 1999 • Vicinity Corp • California
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Indemnification Agreement • February 7th, 2000 • Vicinity Corp • Services-business services, nec • Delaware
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Confidential Treatment • November 3rd, 1999 • Vicinity Corp • California
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Loan Agreement • November 3rd, 1999 • Vicinity Corp • California
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Lease Agreement • June 13th, 2000 • Vicinity Corp • Services-business services, nec • California
EXHIBIT 1.1 DRAFT AS OF 1/13/99 VICINITY CORPORATION 6,000,000 Shares of Common Stock Underwriting Agreement
Vicinity Corp • January 18th, 2000 • Services-business services, nec • New York
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Employment Agreement • November 3rd, 1999 • Vicinity Corp • California
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Voting Agreement • November 3rd, 1999 • Vicinity Corp • California
ARTICLE 1
Sub-Sublease Agreement • November 3rd, 1999 • Vicinity Corp
EXHIBIT 10.5 AMENDED AND RESTATED REGISTRATION AND INFORMATION RIGHTS AGREEMENT
Registration and Information Rights Agreement • November 3rd, 1999 • Vicinity Corp • California
PERSONAL & CONFIDENTIAL Mr. Tim McMullen 709 Davis Way Laguna Beach, CA 92651 Re: Amended and Restated Executive Employment Agreement Dear Tim:
Employment Agreement • December 14th, 2001 • Vicinity Corp • Services-business services, nec • Delaware

You and Vicinity Corporation, a Delaware corporation ("Vicinity" or the "Company"), are parties to an Executive Employment Agreement dated April 24, 2001 (the "Original Agreement"), which sets forth, among other things, the terms of your employment with Vicinity. This Amended and Restated Executive Employment Agreement (this "Agreement") supersedes the Original Agreement and any other agreement or policy to which Vicinity is a party with respect to any compensation and benefits payable to you.

RECITALS:
Management Support Agreement • November 3rd, 1999 • Vicinity Corp • California
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Vicinity Corp • June 14th, 2001 • Services-business services, nec • Delaware

Vicinity Corporation, a Delaware corporation ("Vicinity" or the "Company"), is pleased to offer you employment effective April 30, 2001. Please review this Executive Employment Agreement (the "Agreement"), co-sign and date the Agreement below the Company's signature, and return it to us to confirm that this Agreement reflects our agreement regarding the terms, mutual promises and covenants applicable to your employment by Vicinity.

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AGREEMENT AND PLAN OF MERGER BY AND AMONG VICINITY CORPORATION MICROSOFT CORPORATION AND BOOTSTRAP MERGER SUB, INC. Dated as of October 22, 2002
Agreement and Plan of Merger • October 23rd, 2002 • Vicinity Corp • Services-business services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2002 (this "AGREEMENT"), by and among Vicinity Corporation, a Delaware corporation (the "COMPANY"), Microsoft Corporation, a Washington corporation ("PARENT"), and Bootstrap Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("PURCHASER").

RECITALS
First Sublease Agreement • November 3rd, 1999 • Vicinity Corp
VICINITY CORPORATION NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • February 28th, 2002 • Vicinity Corp • Services-business services, nec • California

THIS NON-STATUTORY STOCK OPTION AGREEMENT (the "Agreement"), dated as of December 10, 2001, is made by and between Vicinity Corporation, a Delaware corporation (the "Company"), and Charles W. Berger, an employee of the Company (the "Optionee").

RECITALS
Second Sublease Agreement • November 3rd, 1999 • Vicinity Corp
AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 25th, 2002 • Vicinity Corp • Services-business services, nec • Delaware

AMENDMENT, dated October 22, 2002 (this “Amendment”), to the Rights Agreement, dated as of August 9, 2002 (the “Rights Agreement”), between Vicinity Corporation, a Delaware corporation (“Company”), and American Stock Transfer & Trust Company, a New York company, as Rights Agent (“Rights Agent”).

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Vicinity Corp • December 11th, 2001 • Services-business services, nec • California

Vicinity Corporation, (the "Company") is pleased to offer you a position as Chief Executive Officer & President of the Company and a position on its Board of Directors, on the terms set forth in this letter agreement, effective upon your acceptance by execution of a counterpart copy of this letter where indicated below.

QuickLinks -- Click here to rapidly navigate through this document January 26, 2001 Eric Winkler 846 East Dana Street Mountain View, CA 94041 Dear Eric:
Separation Agreement • March 16th, 2001 • Vicinity Corp • Services-business services, nec

This letter confirms the agreement between Vicinity Corporation (the "Company") and you regarding the terms of your separation from the Company effective as of January 31, 2001.

SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE
Separation Agreement and Mutual General Release • June 14th, 2001 • Vicinity Corp • Services-business services, nec • California

This SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE (this "Agreement") is entered into as of April 23, 2001 (the "Effective Date") by and between Vicinity Corporation, a Delaware corporation (the "Company"), and Emerick Woods ("Woods").

THIRD AMENDED AND RESTATED LOAN AGREEMENT
Security Agreement • March 16th, 2001 • Vicinity Corp • Services-business services, nec • California

This Third Amended and Restated Loan Agreement is entered into as of the 31st day of January, 2001, by and between Vicinity Corporation, a Delaware corporation ("Vicinity"), and Dinesh Wadhawan, an individual ("Wadhawan").

RIGHTS AGREEMENT BETWEEN VICINITY CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED AS OF AUGUST 9, 2002
Ii Rights Agreement • August 12th, 2002 • Vicinity Corp • Services-business services, nec • Delaware

This Agreement, dated as of August 9, 2002, between Vicinity Corporation, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York company, as Rights Agent (the "Rights Agent").

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