TABLE OF CONTENTS 1. LEASE DATA AND EXHIBITS 1 (a) Building 1 (b) Premises 1 (c) Rentable Area of the Premises 1 (d) Basic Plans Delivery Date 1 (e) Commencement Date 1 (f) Expiration Date 1 (g) Rent 1 (h) Security Deposit 1 (i) Parking 1 (j) Notice...Lease Agreement • December 8th, 1998 • Infoseek Corp /De/ • Services-prepackaged software • Washington
FORM OFRegistration Rights Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
ANDRights Agreement • October 14th, 1998 • Infoseek Corp /De/ • Delaware
EXHIBIT 2.6 SHAREHOLDER AGREEMENT (this "Agreement") dated as of June 16, 1998, among Infoseek Corporation, a California Corporation ("Parent", which term shall include Infoseek Corporation, a Delaware corporation and wholly-owned subsidiary of Parent...Shareholder Agreement • October 14th, 1998 • Infoseek Corp /De/ • Washington
EXHIBIT 99.8 March 28, 1997 Patrick Naughton c/o Starwave Corporation 13810 SE Eastgate Way Bellevue, Washington 98005 Dear Patrick: This letter confirms the terms of your employment by STARWAVE CORPORATION (the "Employer"). 1. TERM Subject to your...Infoseek Corp /De/ • October 14th, 1998 • Washington
EXHIBIT 10.1 [FORM OF INFOSEEK CORPORATION COMMON STOCK WARRANT] THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND...Infoseek Corp /De/ • October 14th, 1998 • California
EXHIBIT 99.9 March 28, 1997 Curt D. Blake c/o Starwave Corporation 13810 SE Eastgate Way Bellevue, Washington 98005 Dear Curt: This letter confirms the terms of your employment by STARWAVE CORPORATION (the "Employer"). 1. TERM Subject to your signing...Infoseek Corp /De/ • October 14th, 1998 • Washington
EXHIBIT 99.7 March 28, 1997 Michael B. Slade c/o Starwave Corporation 13810 SE Eastgate Way Bellevue, Washington 98005 Dear Mike: This letter confirms the terms of your employment by Starwave Corporation (the "Employer"). 1. TERM Subject to your...Infoseek Corp /De/ • October 14th, 1998 • Washington
EXHIBIT 2.4 FORM OF EMPLOYMENT AND NON-COMPETITION AGREEMENT [DAVID BILLSTROM / WILLIAM NEUHAUSER]Employment and Non-Competition Agreement • December 8th, 1998 • Infoseek Corp /De/ • Services-prepackaged software • California
EXHIBIT 10.56 Agreement of Lease This Agreement of Lease (the "Lease"), dated as of the 20th day of February, 1998, is by and between SIXTH & VIRGINIA PROPERTIES, a Washington General Partnership, hereinafter called "Owner," and Starwave Corporation,...Agreement of Lease • December 8th, 1998 • Infoseek Corp /De/ • Services-prepackaged software • Washington
Exhibit 4.1 ----------- AMENDED AND RESTATED QUANDO, INC. 1994 STOCK OPTION PLAN ----------------------Reorganization Agreement • January 21st, 1999 • Infoseek Corp /De/ • Services-prepackaged software • Oregon
RECITALS --------Assignment and Assumption of Lease • December 8th, 1998 • Infoseek Corp /De/ • Services-prepackaged software • California
WITNESSETHPlan of Merger • December 8th, 1998 • Infoseek Corp /De/ • Services-prepackaged software • Oregon
ARTICLE 1 SERVICESRepresentation Agreement • October 14th, 1998 • Infoseek Corp /De/ • New York
WITNESSETHPreferred Shares Rights Agreement • October 12th, 1999 • Infoseek Corp /De/ • Services-prepackaged software • Delaware
EXHIBIT 2.2 COMMON STOCK AND WARRANT PURCHASE AGREEMENT by and between INFOSEEK CORPORATION a Delaware CorporationCommon Stock and Warrant Purchase Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
EXHIBIT 2.7 SHAREHOLDER AGREEMENT (this "Agreement") dated as of June 18, 1998, among Infoseek Corporation, a California corporation ("Parent," which term shall include Infoseek Corporation, a Delaware corporation and wholly owned subsidiary of Parent...Shareholder Agreement • October 14th, 1998 • Infoseek Corp /De/ • Washington
RECITALSProduct Management Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
AMENDED AND RESTATED ESPN/STARWAVE PARTNERSHIP AGREEMENTPartnership Agreement • October 14th, 1998 • Infoseek Corp /De/ • New York
RECITALSManagement and Services Agreement • October 14th, 1998 • Infoseek Corp /De/ • New York
EXHIBIT 4.2 ----------- STARWAVE CORPORATION 1997 NONQUALIFIED STOCK OPTION PLAN SECTION 1. PURPOSE 1.1 BACKGROUND Pursuant to that certain Agreement and Plan of Reorganization dated as of June 18, 1998 (the "Reorganization Agreement"), by and among...Infoseek Corp /De/ • November 18th, 1998 • Services-prepackaged software
EXHIBIT 2.5 SHAREHOLDER AGREEMENT (the "Agreement") dated as of June 18, 1998, among The Walt Disney Company, a Delaware corporation ("TWDC"), and the individual listed on the signature page hereto ("Shareholder"). WHEREAS, Infoseek Corporation, a...Shareholder Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
EXHIBIT 10.3 INFOSEEK CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of this _____ day of __________, 1998, by and between Infoseek Corporation, a Delaware corporation (the "Company"), and...Indemnification Agreement • October 14th, 1998 • Infoseek Corp /De/ • Delaware
RECITALSLicense Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
BY AND AMONGGovernance Agreement • October 14th, 1998 • Infoseek Corp /De/ • Delaware
A REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN FILED WITH THE COMMISSION WITH RESPECT TO PORTIONS OF THIS EXHIBIT AND SUCH PORTIONS HAVE THEREFORE BEEN OMITTED, AS INDICATED BY A BRACKETED ASTERISK [*], AND FILED SEPERATELY WITH THE COMMISSION....Service Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
EXHIBIT 10.54 January 5, 1999 Patrick Naughton c/o Starwave Corporation 13810 SE Eastgate Way Bellevue, Washington 98005 Re: Amended Employment Agreement ---------------------------- Dear Patrick: I am writing you this letter as CEO of Infoseek...Infoseek Corp /De/ • February 16th, 1999 • Services-prepackaged software
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG INFOSEEK CORPORATION STEELHEAD ACQUISITION CORP., QUANDO, INC. DAVID BILLSTROM, AND WILLIAM NEUHAUSER (AS PRINCIPAL SHAREHOLDERS) AND, WITH RESPECT TO ARTICLE VII ONLY, STANTON R. KOCH AS SHAREHOLDER...Agreement and Plan of Reorganization • December 8th, 1998 • Infoseek Corp /De/ • Services-prepackaged software • California
WITNESSETH:Tax Sharing Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT NO. 1 (the "Amendment" to the Agreement and Plan of Reorganization dated as of July 24, 1998 (the "Reorganization Agreement") by and among Infoseek Corporation, a Delaware...Agreement and Plan • December 8th, 1998 • Infoseek Corp /De/ • Services-prepackaged software • California
If the transactions contemplated by the Merger Agreement are not consummated, this letter agreement will terminate upon termination of the Merger Agreement. If you agree with the foregoing, please so indicate by signing this letter in the place...Infoseek Corp /De/ • October 14th, 1998
EXHIBIT 10.8 A REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN FILED WITH THE COMMISSION WITH RESPECT TO PORTIONS OF THIS EXHIBIT AND SUCH PORTIONS HAVE THEREFORE BEEN OMITTED, AS INDICATED BY A BRACKETED ASTERISK [*], AND FILED SEPARATELY WITH THE...Licensing and Services Option Agreement • October 14th, 1998 • Infoseek Corp /De/ • California
