Noosh Inc Sample Contracts

Noosh Inc – OFFICE SPACE LEASE (May 16th, 2000)

OFFICE SPACE LEASE WITH NOOSH, INC. AT 303 WEST MADISON CHICAGO, ILLINOIS 60606 303 WEST MADISON CHICAGO, ILLINOIS 60606 SUMMARY OF BASIC LEASE PROVISIONS AND EXHIBITS ---------------------------------------------- The undersigned hereby agree to the following terms of this Summary of Basic Lease Provisions and Exhibits (the "Summary"). This Summary is hereby incorporated into and made a part of the attached Office Space Lease (this Summary and the Office Space Lease to be known collectively as the "Lease"). Each reference in the Office Space Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. Any capitalized terms used in this Summ

Noosh Inc – DEED OF LEASE (May 16th, 2000)

EXHIBIT 10.30 THE CORPORATE OFFICE CENTRE AT TYSONS II 1750 Tysons Boulevard McLean, Virginia 22102 DEED OF LEASE BY AND BETWEEN MDM DEVELOPMENT COMPANY, L.L.C. and NOOSH, INC. TABLE OF CONTENTS 1. Definition, Terms and Conditions................................................. 1 a. Special Definitions, Terms and Conditions.................................. 1 b. General Definitions, Terms, and Conditions................................. 2 2. Term...................................

Noosh Inc – CERTIFICATE OF INCORPORATION (April 7th, 2000)

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOOSH, INC. Ofer Ben-Shachar and Timothy J. Moore hereby certify that: ONE: The original name of this corporation is NOOSH Merger Corporation and the date of filing the original Certificate of Incorporation of this corporation with the Secretary of State of the State of Delaware is January 28, 2000. TWO: They are the duly elected and acting President and Secretary, respectively, of NOOSH, Inc., a Delaware corporation. THREE: The Certificate of Incorporation of this corporation is hereby amended and restated to read as follows: "I. The name of the Corporation is NOOSH, Inc. (the "Corporation"). II. The addres

Noosh Inc – PROMISSORY NOTE (April 7th, 2000)

EXHIBIT 10.26 PROMISSORY NOTE $237,475.00 Palo Alto, CA For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Two Hundred Thirty Seven Thousand Four Hundred Seventy Five Dollars ($237,475.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6.8% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans), whichever is less, as follows:

Noosh Inc – OFFICE LEASE (April 7th, 2000)

EXHIBIT 10.27 OFFICE LEASE This Office Lease dated March 31, 2000 (this "Lease") is entered into by and between PAC COURT ASSOCIATES, L.P., a California limited partnership ("Landlord"), and NOOSH, INC., a California corporation ("Tenant"). ARTICLE I BASIC LEASE PROVISIONS Each reference in this Lease to the "Basic Lease Provisions" shall mean and refer to the following terms, the application of which shall be governed by the provisions in the remaining Articles of this Lease: 1. Address of Landlord: c/o Banyan Pacific, LLC 114 Pacifica, Suite 230 Irvine, California 92618-3318 2. Premises Address: 114 Pacifica, Suite 340 Irvine, California 92618-3318 3. Address of Tenant: (a) Notices:

Noosh Inc – LEASE BY AND BETWEEN (April 7th, 2000)

Exhibit 10.28 LEASE BY AND BETWEEN THE REALTY ASSOCIATES FUND IV, L.P. and NOOSH, INC. of THE HILLSITE BUILDING 75 SECOND AVENUE NEEDHAM, MASSACHUSETTS 02192 DATED: October _______, 1999 STANDARD OFFICE LEASE 1. Basic Lease Provisions. 1.1 Date: October ______, 1999 1.2 Landlord: The Realty Associates Fund IV, L.P. 1.3 Tenant: Noosh, Inc., a California corporation 1.4 Building Address:

Noosh Inc – INVESTOR RIGHTS AGREEMENT (April 7th, 2000)

EXHIBIT 4.2 NOOSH, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT APRIL 4, 2000 Table Of Contents Page Section 1. General.......................................................... 2 1.1 Definitions...................................................... 2 Section 2. Registration; Restrictions On Transfer........................... 3 2.1 Restrictions on Transfer......................................... 3 2.2 Demand Registration.............................................. 4 2.3 Piggyback Registrations..................

Noosh Inc – Warrant for the Purchase of Shares of Class B Common Stock (April 7th, 2000)

EXHIBIT 10.25 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NOOSH, Inc. Warrant for the Purchase of Shares of Class B Common Stock No. W-C8 958,400 Shares FOR VALUE RECEIVED, as of April 4, 2000 (the "Effective Date"), NOOSH, Inc

Noosh Inc – PROMISSORY NOTE (April 7th, 2000)

EXHIBIT 10.17 PROMISSORY NOTE $64,990.00 Palo Alto, CA February 4, 2000 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Bldg. B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Sixty Four Thousand Nine Hundred Ninety Dollars ($64,990.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interes

Noosh Inc – AMENDMENT NO. 1 TO PROMISSORY NOTE (April 7th, 2000)

EXHIBIT 10.8.1 AMENDMENT NO. 1 TO PROMISSORY NOTE Whereas, David Hannebrink has previously executed that certain Promissory Note dated April 15, 1999 (the "Note") for benefit of NOOSH, Inc., a Delaware corporation (the "Company") for the principal sum of Thirteen Thousand Five Hundred Twenty Dollars ($13,520); Whereas, the principal amount outstanding under the Note is due and payable in full on April 15, 2000 (the "Due Date"); Whereas, the Company and Mr. Hannebrink now wish to amend the Note to extend the Due Date to April 15, 2001; Now, Therefore, for value received, receipt of which is hereby acknowledged, the parties mutually agree that the Note shall be amended as follows: "Principal Repayment. The outstanding principal amount hereunder shall be due and payable in full on April 15, 2001." NOOSH, Inc. David Hannebrink By: /s/ Ofer Ben S

Noosh Inc – PROMISSORY NOTE (March 24th, 2000)

EXHIBIT 10.12 PROMISSORY NOTE $59,925.00 Palo Alto, CA January 3, 2000 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty nine thousand nine hundred twenty five Dollars ($59,925.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of

Noosh Inc – RESTATED CERTIFICATE OF INCORPORATION OF (March 24th, 2000)

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF NOOSH MERGER CORPORATION Ofer Ben-Shachar and Timothy J. Moore hereby certify that: 1. The original Certificate of Incorporation of this corporation was filed with the Secretary of State of Delaware on January 28, 2000. 2. They are the duly elected and acting President and Secretary, respectively, of NOOSH Merger Corporation, a Delaware corporation (the "Corporation"). 3. The Certificate of Incorporation of this corporation is hereby amended and restated to read as follows: I. The name of this corporation is NOOSH Merger Corporation. II. The address of the registered office of the corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of Ne

Noosh Inc – PROMISSORY NOTE (March 24th, 2000)

EXHIBIT 10.9 PROMISSORY NOTE $300,000.00 Palo Alto, CA October 8, 1999 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Three Hundred Thousand Dollars ($300,000.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercia

Noosh Inc – Warrant for the Purchase of Shares of Common Stock (March 24th, 2000)

EXHIBIT 10.23 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NOOSH, Inc. Warrant for the Purchase of Shares of Common Stock No. W-C4 2,430,158 Shares FOR VALUE RECEIVED, NOOSH, Inc., a California corporation (the "Company"), wit

Noosh Inc – [LOGO] Internet Services and Co-Location Agreement (March 24th, 2000)

EXHIBIT 10.18 [LOGO] Internet Services and Co-Location Agreement Please read this Internet Services and Co-Location Agreement (this "Agreement") carefully before signing, since by signing this Agreement, you consent to all of its terms and conditions. This Agreement is made by and between AboveNet Communications, Inc. ("AboveNet") and Customer. This Agreement is effective upon AboveNet's acceptance as indicated by its signature below on the date below (the "Effective Date"). This Agreement may De executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Customer Signature: /s/ Larry Slotnick Customer ID #: -------------------------------- -----------------------------

Noosh Inc – CO-DEVELOPMENT AND MARKETING AGREEMENT (March 24th, 2000)

EXHIBIT 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CO-DEVELOPMENT AND MARKETING AGREEMENT This Co-Development and Marketing Agreement is made effective as of January 25, 2000 (the "Effective Date") by Noosh, Inc., a California corporation having a place of business at 3401 Hillview Avenue, Palo Alto, California 94303 ("Noosh"), and R.R. Donnelley & Sons Company, a Delaware corporation having a place of business at 77 West Wacker Drive, Chicago, IL 60601 ("RRD"). Recitals A. Noosh is engaged in the business of, among other things, designing, developing, and providing an Internet-based service known as "Noosh.com," which is designed to help improve the process o

Noosh Inc – INVESTOR RIGHTS AGREEMENT (March 24th, 2000)

EXHIBIT 4.2 NOOSH, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT January 25, 2000 Table Of Contents Page Section 1. General.......................................................... 2 1.1 Definitions...................................................... 2 Section 2. Registration; Restrictions On Transfer........................... 3 2.1 Restrictions on Transfer......................................... 3 2.2 Demand Registration.............................................. 4 2.3 Piggyback Registrations..........................................

Noosh Inc – Warrant for the Purchase of Shares of Common Stock (March 24th, 2000)

EXHIBIT 10.24 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NOOSH, Inc. Warrant for the Purchase of Shares of Common Stock No. W-C5 350,000 Shares FOR VALUE RECEIVED, NOOSH, Inc., a California corporation (the "Company"), wi

Noosh Inc – PROMISSORY NOTE (March 24th, 2000)

EXHIBIT 10.14 PROMISSORY NOTE $62,475.00 Palo Alto, CA January 15, 2000 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of sixty two thousand four hundred seventy five dollars ($62,475.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of i

Noosh Inc – Underwriting Agreement (March 24th, 2000)

EXHIBIT 1.1 Noosh, Inc. Common Stock -------- Underwriting Agreement ---------------------- ___________, 2000 Goldman, Sachs & Co., BancBoston Roberston Stephens Inc. Banc of America Securities LLC PaineWebber Incorporated E*Offering Corp. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York, 10004. Ladies and Gentlemen: Noosh, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of ........ shares (the "Firm Shares") and, at the election of the Under

Noosh Inc – PROMISSORY NOTE (March 24th, 2000)

EXHIBIT 10.13 PROMISSORY NOTE $641,250.00 Palo Alto, CA January 3, 2000 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Six Hundred Forty-One Thousand Two Hundred Fifty Dollars ($641,250.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates

Noosh Inc – PROMISSORY NOTE (March 24th, 2000)

EXHIBIT 10.11 PROMISSORY NOTE $49,900.00 Palo Alto, CA January 3, 2000 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Forty Nine Thousand Nine Hundred Dollars ($49,900.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on c

Noosh Inc – PROMISSORY NOTE (March 24th, 2000)

EXHIBIT 10.15 PROMISSORY NOTE $100,000.00 Palo Alto, CA January 15, 2000 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Palo Alto, CA 94304 or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of One Hundred Thousand Dollars ($100,000.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6.20% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loa

Noosh Inc – PROMISSORY NOTE (March 24th, 2000)

EXHIBIT 10.16 PROMISSORY NOTE $674,730.00 Palo Alto, CA January 15, 2000 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of six hundred seventy four thousand seven hundred thirty dollars ($674,730.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissibl

Noosh Inc – Warrant for the Purchase of Shares of Common Stock (February 9th, 2000)

EXHIBIT 4.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. NOOSH, Inc.

Noosh Inc – CO-DEVELOPMENT AND MARKETING AGREEMENT (February 9th, 2000)

EXHIBIT 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CO-DEVELOPMENT AND MARKETING AGREEMENT This Co-Development and Marketing Agreement is made effective as of January 25, 2000 (the "Effective Date") by Noosh, Inc., a California corporation having a place of business at 3401 Hillview Avenue, Palo Alto, California 94303 ("Noosh"), and R.R. Donnelley & Sons Company, a Delaware corporation having a place of business at 77 West Wacker Drive, Chicago, IL 60601 ("RRD"). Recitals A. Noosh is engaged in the business of, among other things, designing, developing, and providing an Internet-based service known as "Noosh.com," which is designed to help improve the process o

Noosh Inc – CERTIFICATE OF INCORPORATION (January 25th, 2000)

EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOOSH, INC. Ofer Ben-Shachar and Timothy J. Moore hereby certify that: ONE: They are the duly elected and acting President and Secretary, respectively, of NOOSH Merger Corporation, a Delaware corporation. TWO: The Certificate of Incorporation of this corporation is hereby amended and restated to read as follows: I. The name of this corporation is NOOSH, Inc. II. The address of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is the Corporation S

Noosh Inc – LEASE AGREEMENT (January 25th, 2000)

EXHIBIT 10.6 LEASE AGREEMENT THIS LEASE AGREEMENT ("Lease") is dated as of the first day of April 1999 ("Commencement Date") by and between Syntex (U.S.A.) Inc., a Delaware corporation ("Landlord") and Noosh, Inc., a California corporation ("Tenant"). IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: 1. Premises 1.1. Description. Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions herein set forth, those certain premises ("Premises") located at 3401 Hillview Avenue, Building B, Suite 100 & 101, Palo Alto, County of Santa Clara, California, as illustrated in Exhibit A, attached hereto, and approximately twenty three thousand and thirty (23,030) rentable square feet comprising approximately 16.78% of a two story multi-tenant building ("Building"), as illustrated in Exhibit B, and subject to

Noosh Inc – INDEMNITY AGREEMENT (January 25th, 2000)

EXHIBIT 10.1 INDEMNITY AGREEMENT This Agreement is made and entered into this _____ day of ________________, 2000 by and between NOOSH, Inc., a Delaware corporation (the "Corporation"), and __________ ("Agent"). Recitals Whereas, Agent performs a valuable service to the Corporation in his capacity as _______ of the Corporation; Whereas, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the "Code"); Whereas, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents,

Noosh Inc – PROMISSORY NOTE (January 25th, 2000)

EXHIBIT 10.8 PROMISSORY NOTE $13,520.00 Palo Alto, CA April 15, 1999 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 575 High Street, Suite 200, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Thirteen Thousand Five Hundred Twenty Dollars ($13,520.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on co

Noosh Inc – PROMISSORY NOTE (January 25th, 2000)

EXHIBIT 10.10 PROMISSORY NOTE $100,000.00 Palo Alto, CA November 1, 1999 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Palo Alto, CA 94304 or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of One Hundred Thousand Dollars ($100,000.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans),

Noosh Inc – 1998 Equity Incentive Plan (January 25th, 2000)

EXHIBIT 10.2 NOOSH, INC. 1998 Equity Incentive Plan Adopted November 12, 1998, as Amended April 15, 1999 Approved By Shareholders November 13, 1998, and Amendment Approved April 15,1999 Termination Date: November 12, 2008 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stoc

Noosh Inc – PROMISSORY NOTE (January 25th, 2000)

EXHIBIT 10.9 PROMISSORY NOTE $300,000.00 Palo Alto, CA October 8, 1999 For Value Received, the undersigned hereby unconditionally promises to pay to the order of NOOSH, Inc., a California corporation (the "Company"), at 3401 Hillview Avenue, Building B, Palo Alto, CA, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of Three Hundred Thousand Dollars ($300,000.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 6% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercia

Noosh Inc – 2000 Equity Incentive Plan (January 25th, 2000)

EXHIBIT 10.3 Noosh, Inc. 2000 Equity Incentive Plan Adopted January 13, 2000 Approved By Shareholders _______________, 2000 Termination Date: January 12, 2010 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock. (c) General Purpose. The Company, by means of the Plan, seeks t

Noosh Inc – INVESTOR RIGHTS AGREEMENT (January 25th, 2000)

EXHIBIT 4.2 NOOSH, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT January 24, 2000 Table Of Contents Page Section 1. General.......................................................... 2 1.1 Definitions...................................................... 2 Section 2. Registration; Restrictions On Transfer........................... 3 2.1 Restrictions on Transfer......................................... 3 2.2 Demand Registration.............................................. 4 2.3 Piggyback Registrations.......................................... 6