Realnames Corp Sample Contracts

Realnames Corp – 1999 STOCK PLAN (October 6th, 1999)

Exhibit 10.2 REALNAMES CORPORATION 1999 STOCK PLAN 1. PURPOSES OF THE PLAN. The purposes of this 1999 Stock Plan are: - to attract and retain the best available personnel for positions of substantial responsibility, - to provide additional incentive to Employees, Directors and Consultants, and - to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan, in accordance with Sec

Realnames Corp – SUBLEASE (October 6th, 1999)

Exhibit 10.7 SUBLEASE THIS SUBLEASE ("Sublease"), dated September 1, 1999 for reference purposes only, is entered into by and between BROADVISION, INC., a Delaware corporation ("Broadvision") and REALNAMES CORPORATION, a Delaware corporation ("Subtenant"). RECITALS A. Broadvision leases certain premises consisting of an industrial building containing approximately 55,282 square feet, located at 405 Broadway, Redwood City, California, pursuant to that certain Lease dated February 10, 1999, between Martin/Campus Associates No. 4, L.P., a Delaware limited partnership, as landlord (the "Master Landlord") and Broadvision, as tenant (the "Master Lease"), as more particularly described therein (the "Master Premises"). Capitalized terms used but not defined herein have the same meanings as they have in the Master Lease. A copy of the M

Realnames Corp – 1997 STOCK PLAN, AS AMENDED (October 6th, 1999)

Exhibit 10.1 CENTRAAL CORPORATION 1997 STOCK PLAN, AS AMENDED 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, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof. (b) "APPLICABLE LAWS" means the requirements rel

Realnames Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (October 6th, 1999)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REALNAMES CORPORATION (Incorporated November 19, 1996) RealNames Corporation (the "corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "General Corporation Law"), hereby certifies as follows: 1. That the corporation was originally incorporated on November 19, 1996 under the name Go Inc., pursuant to the General Corporation Law. 2. Pursuant to Sections 242 and 245 of the General Corporation Law, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the corporation. 3. The text of the Certificate of Incorporation is hereby amended and resta

Realnames Corp – LICENSE & MARKETING AGREEMENT (October 6th, 1999)

Exhibit 10.8 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. LICENSE & MARKETING AGREEMENT This LICENSE & MARKETING AGREEMENT (the "Agreement") is entered into and effective as of June 2, 1999 (the "Effective Date") by and between MICROSOFT CORPORATION, a Washington corporation located at One Microsoft Way, Redmond, Washington 98052 and CENTRAAL CORPORATION, a Delaware corporation located at Two Circle Star Way, San Carlos, California 94070, each a "Party" and collectively, the "Parties". RECITALS WHEREAS, Centraal (i) is the developer and operator of an Internet service known as the "REALNAMES SERVICE" (defined below), (ii) maintains associated databases of such relationships which include, without limitation, direc

Realnames Corp – CIRCLE STAR LEASE AGREEMENT (October 6th, 1999)

Exhibit 10.6 CIRCLE STAR LEASE AGREEMENT BY AND BETWEEN CIRCLE STAR CENTER ASSOCIATES, L.P. ("LANDLORD") AND CENTRAAL CORPORATION ("TENANT") (b) INSURANCE REQUIREMENTS. 5 (c) NO LIMITATION ON OBLIGATIONS. 6 TABLE OF CONTENTS PARAGRAPH DESCRIPTION PAGE BASIC LEASE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . v 1. OCCUPANCY AND USE . . . . . . . . . . . . . . . . . . . . . . . . 1

Realnames Corp – FULL-RECOURSE PROMISSORY NOTE (October 6th, 1999)

Exhibit 10.12 FULL-RECOURSE PROMISSORY NOTE ----------------------------- Palo Alto, California $270,000 May 29, 1998 FOR VALUE RECEIVED, the undersigned, Keith W. Teare (the "Debtor") promises to pay to centraal corporation, a Delaware corporation (the "Company"), or its assigns (the Company, together with its successors and assigns, is herein referred to as the "Holder"), the principal sum of $270,000 with interest thereon (computed on a basis of a 360-day year and a 30-day month) at the rate of 7.25% per annum simple interest on the unpaid balance of the principal sum. The principal and interest hereof shall be payable in U.S. dollars at the principal office of the Company, or by mail to the registered address of any other Holder. The principal am

Realnames Corp – INVESTOR RIGHTS AGREEMENT (October 6th, 1999)

EXHIBIT 10.11 ---------------------------------------------- ---------------------------------------------- CENTRAAL CORPORATION SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT AUGUST 6, 1999 ---------------------------------------------- ---------------------------------------------- TABLE OF CONTENTS PAGE ---- 1. Certain Definitions..........................................................1 2. Restrictions on Transferability...........................

Realnames Corp – 1999 EMPLOYEE STOCK PURCHASE PLAN (October 6th, 1999)

Exhibit 10.3 REALNAMES CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1999 Employee Stock Purchase Plan of RealNames Corporation. 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) "BOARD" shall mean the Board of Directors of the Company. (b) "COD

Realnames Corp – INDEMNIFICATION AGREEMENT (October 6th, 1999)

Exhibit 10.5 REALNAMES CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of by and between RealNames Corporation, a Delaware corporation (the "COMPANY"), and ("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 the advancement of expenses to, Indemnitee to the maximum extent permitted by law; WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company's directors, officers, employees, agents and fiduciaries, the significant increases in the

Realnames Corp – REALNAMES SERVICE AGREEMENT (October 6th, 1999)

Exhibit 10.10 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. REALNAMES SERVICE AGREEMENT BETWEEN CENTRAAL AND ALTAVISTA This Agreement regarding RealNames Service (the "AGREEMENT") is entered into as of April 1, 1999 ("EFFECTIVE DATE") by and between Centraal Corporation, a Delaware corporation with offices at 2 Circle Star Way, 2nd Floor San Carlos, CA 94070-1350 ("CENTRAAL") and AltaVista Company, a Delaware corporation with offices at 529 Bryant Street, Palo Alto, CA, U.S.A. 94301 ("ALTAVISTA"). WHEREAS, Centraal is a provider of "RealNames Service", which allows users of the Internet to access the World Wide Web sites of RealNames Subscribers, by using a short key word, trade name or phrase in lieu of a Uniform Resour

Realnames Corp – REALNAME SALES REPRESENTATIVE AGREEMENT (October 6th, 1999)

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Exhibit 10.9 REALNAME SALES REPRESENTATIVE AGREEMENT BETWEEN CENTRAAL CORPORATION AND NETWORK SOLUTIONS, INC. This RealName Sales Representative Agreement ("AGREEMENT") is made as of DECEMBER 8, 1998 ("EFFECTIVE DATE") by and between Network Solutions, Inc. ("NSI") and Centraal Corporation ("CENTRAAL"). WHEREAS, NSI is the leading Internet domain name registration services provider worldwide, and also provides Internet consulting services to businesses that desire to establish or enhance their Internet presence; and WHEREAS, Centraal is in the business of providing "REALNAMES SERVICES," which allow users to access sites on the World Wide Web that are registered with Centraal's serv

Realnames Corp – UNDERWRITING AGREEMENT (October 6th, 1999)

EXHIBIT 1.1 _______________ SHARES REALNAMES CORPORATION COMMON STOCK, PAR VALUE $0.001 UNDERWRITING AGREEMENT __________, 1999 _____________, 1999 Morgan Stanley & Co. Incorporated BancBoston Robertson Stephens Inc. Hambrecht & Quist LLC PaineWebber Incorporated Wit Capital Corporation c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: RealNames Corporation, a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the "UNDERWRITERS") ______________ shares of its Common Stock, par value $0.001 (the "FIRM SHARES"). The Company also proposes to issue and sell to the several Un