Liveworld Inc Sample Contracts

Liveworld Inc – Percent Number of Shares of Name and Address of Beneficial Owner (1) beneficially owned class More than 5% Beneficial Owners: (December 4th, 2007)
Liveworld Inc – SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (November 19th, 2007)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Liveworld Inc – TALK CITY, INC. 1999 DIRECTOR OPTION PLAN (July 24th, 2007)
Liveworld Inc – LIVEWORLD, INC. (Formerly LiveWorld Productions, Inc. and Talk City, Inc.) 1996 STOCK OPTION PLAN (as amended and restated May 19, 2000 and July 5, 2001) (July 24th, 2007)
Liveworld Inc – LICENSE AND SERVICE PROVISIONS ADDENDUM (June 27th, 2007)

This document is being executed pursuant to that certain Meet Me Room License Agreement (“Agreement”) dated July 1st, 2004 by and between CARLYLE MARKET POST TOWER, LLC, a Delaware limited liability company (“Licensor”), CARLYLE MARKET POST TOWER MMR, L.P., a Delaware limited liability company (“Company”) and LIVEWORLD, INC., a California Corporation, having its corporate office at 170 Knowles Drive, Suite 211 Los Gatos, CA 95030 (“Licensee”).

Liveworld Inc – LIVEWORLD, INC. 2007 STOCK PLAN (June 27th, 2007)
Liveworld Inc – FIRST AMENDMENT TO LEASE (June 27th, 2007)

THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is dated as of September 26, 2006, by and between JZM LLG, a California Limited Liability Corporation (“Landlord”), and LIVEWORLD, INC, a Delaware Corporation (“Tenant”).

Liveworld Inc – SECOND LICENSE AND SERVICE PROVISIONS ADDENDUM (June 27th, 2007)

This document is being executed pursuant to that certain License Agreement and Service Agreement (“Master Agreement”) dated July 1, 2004 by and among CARLYLE MARKET POST TOWER, LLC, a Delaware limited liability company (“Licensor”), CARLYLE MARKET POST TOWER MMR, LLC, a Delaware limited liability company (“Company”) and LIVEWORLD, INC., a Delaware Corporation (“Customer”).

Liveworld Inc – Contract (June 27th, 2007)

PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Liveworld Inc – LICENSE AND SERVICE AGREEMENT (June 27th, 2007)

THIS LICENSE AND SERVICE AGREEMENT (“Agreement”), by and among CARLYLE MARKET POST TOWER, L.P., a Delaware limited partnership (“Licensor”), CARLYLE MARKET POST TOWER MMR, L.P., a Delaware limited partnership (“Company”), and LIVEWORLD, INC., a California corporation (“Customer”) is entered into as July 1st, 2004.

Liveworld Inc – THIRD LICENSE AND SERVICE PROVISIONS ADDENDUM (June 27th, 2007)

This document is being executed pursuant to that certain License Agreement and Service Agreement (“Master Agreement”) dated July 1, 2004, by and among CARLYLE MARKET POST TOWER, LLC, a Delaware limited liability company (“Licensor”), CARLYLE MARKET POST TOWER MMR, LLC, a Delaware limited liability company (“Company”) and LIVEWORLD, INC., a Delaware corporation (“Customer”).

Liveworld Inc – SECOND AMENDMENT TO SCHEDULE NO. 9 (“Schedule 9 Second Amendment”) DATED AS OF MAY 11, 2006 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“Consultant”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORK (May 15th, 2007)
Liveworld Inc – WARRANT PURCHASE AGREEMENT (May 15th, 2007)

THIS WARRANT PURCHASE AGREEMENT, dated as of July 7, 2006 (this “Agreement”) is entered into by and among LiveWorld, Inc., a Delaware corporation (the “Company”) and J. Walter Thompson U.S.A., Inc., a Delaware corporation (“WPP”).

Liveworld Inc – LiveWorld Services Agreement (May 15th, 2007)

This Strategic Alliance and Service Agreement (the “Agreement”) is entered into as of May 6, 2004 (the “Effective Date”) by and between LiveWorld, Inc., a Delaware corporation, whose principal place of business is located at 170 Knowles Drive, Suite 211, Los Gatos, CA 95032 (“LiveWorld”) and eBay Inc. (including the eBay Affiliates), a Delaware corporation whose principal place of business is located at 2145 Hamilton Avenue, San Jose, California 95125 (“eBay”).

Liveworld Inc – LIVEWORLD, INC. PURCHASE AGREEMENT (May 15th, 2007)

This Purchase Agreement (this “Agreement”) is made and entered into as of December 22, 2006, by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thomson U.S.A., Inc. (the “Purchaser”).

Liveworld Inc – AMENDMENT NO. 1 TO VOTING AND COVENANT AGREEMENT (May 15th, 2007)

AMENDMENT NO. 1, dated as of September 11, 2006, to the Voting and Covenant Agreement dated as of July 7, 2006 (the “Voting Agreement”) by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Voting Agreement.

Liveworld Inc – LIVEWORLD, INC. INVESTORS’ RIGHTS AGREEMENT (May 15th, 2007)

This Investors’ Rights Agreement is entered into as of September 11, 2006, by and among LiveWorld, Inc., a Delaware corporation (the “Company”), and those Investors listed on Exhibit A hereto.

Liveworld Inc – THIRD AMENDMENT TO SCHEDULE NO. 9 (“Schedule 9 Third Amendment”) DATED AS OF MAY 11, 2006 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“Consultant”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORK (May 15th, 2007)
Liveworld Inc – THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. (May 15th, 2007)

This Warrant is issued to [WPP entity] (“WPP”) by LiveWorld, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Warrant Purchase Agreement dated as of , 2006 (the “Warrant Purchase Agreement”) entered into between WPP and the Company.

Liveworld Inc – CONFIDENTIAL AGREEMENT FOR CONSULTING SERVICES (May 15th, 2007)

THIS AGREEMENT FOR CONSULTING SERVICES is made and entered into as of May 12, 2003 (the “Effective Date”), by and between America Online, Inc., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as “AOL”), and LiveWorld, Inc., a Delaware corporation, with principal offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95070, (hereinafter referred to as “Consultant”) (each a “Party” and collectively the “Parties”).

Liveworld Inc – FOURTH AMENDMENT TO SCHEDULE NO. 9 TO AGREEMENT FOR CONSULTING SERVICES (May 15th, 2007)

This Fourth Amendment to Schedule No. 9 to Agreement for Consulting Services (this “Schedule 9 Fourth Amendment”), effective as of April 1, 2007 (the “Schedule 9 Fourth Amendment Effective Date”), is made and entered into by and between AOL LLC (formerly known as “America Online, Inc.”) (“AOL”), a Delaware limited liability company, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, and LiveWorld, Inc. (“Consultant”), a Delaware corporation, with principal offices at 4340 Stevens Creek Boulevard, Suite 101, San Jose, California 95129 (each a “Party” and collectively the “Parties”). All capitalized terms not otherwise defined in this Schedule 9 Fourth Amendment shall have the meanings set forth in the Agreement for Consulting Services dated as of May 12, 2003, by and between the Parties (the “Agreement”) and Schedule No. 9 to the Agreement, dated as of December 7, 2004, by and between the Parties (“Schedule 9”), as amended. The Parties wish to amend Schedule 9 as follo

Liveworld Inc – SCHEDULE NO. 9 (“Schedule 9”) DATED DECEMBER 7, 2004 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“CONSULTANT”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORK (May 15th, 2007)
Liveworld Inc – LIVEWORLD SALES REPRESENTATIVE AGREEMENT (May 15th, 2007)

This Sales Representative Agreement (“Agreement”) is entered into as of July 7, 2006 (“Effective Date”), between LiveWorld, Inc., a Delaware corporation with offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A. (“LiveWorld”), and LiveWorld-WPP, L.L.P., 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A (“Representative”).

Liveworld Inc – Addendum Number 2 to the LiveWorld Services Agreement By and Between LiveWorld, Inc. and EBay Inc. (May 15th, 2007)

This Addendum No. 2 to the LiveWorld Services Agreement (the “Agreement”) is entered into as of November 20, 2006, by and between LiveWorld, Inc., a (“LiveWorld”) and eBay Inc. (including the eBay Affiliates) (collectively “eBay”), is effective as of January 1, 2007 (the “Effective Date”).

Liveworld Inc – JIVE SOFTWARE RESELLER AGREEMENT (May 15th, 2007)

This SOFTWARE RESELLER AGREEMENT (“Agreement”) is made and entered into on January 1, 2005 (the “Effective Date”) by and between CoolServlets, Inc., a Delaware corporation d/b/a Jive Software (“Jive Software”), and LiveWorld, Inc., a Delaware corporation, with principal offices at 170 Knowles Drive, Los Gatos, California 95032 (“Reseller”).

Liveworld Inc – LIVEWORLD, INC. INDEMNIFICATION AGREEMENT (May 15th, 2007)

THIS AGREEMENT is entered into, effective as of , 2007 by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

Liveworld Inc – AGREEMENT FOR THE SUPPLY OF MODERATION SERVICES (May 15th, 2007)

This agreement (“Agreement”) is made as of 31 January 2005 (the “Effective Date”) by and between LiveWorld, Inc. (“LIVEWORLD”), a Delaware corporation, with principal offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95070 and AOL (UK) Ltd (“AOL”), a limited company registered in England under company number 03462696 with its registered office address at 80 Hammersmith Road, London, W14 8UD. Each of LIVEWORLD and AOL is sometimes referred to herein as a “Party”.

Liveworld Inc – LIVEWORLD, INC. PURCHASE AGREEMENT (May 15th, 2007)

This Purchase Agreement (this “Agreement”) is made and entered into as of September 11, 2006, by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

Liveworld Inc – VOTING AND COVENANT AGREEMENT (May 15th, 2007)

This Voting and Covenant Agreement (this “Agreement”) is made as of July 7, 2006 by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”).

Liveworld Inc – AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENT (May 15th, 2007)

AMENDMENT NO. 1, dated as of December 22, 2006, to the Investors’ Rights Agreement dated as of September 11, 2006 (the “Investors’ Rights Agreement”) by and between LiveWorld, Inc., a Delaware corporation (the “Company”), and J. Walter Thompson U.S.A., Inc. (“WPP”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Investors’ Rights Agreement.

Liveworld Inc – PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (May 15th, 2007)

AOL and LIVEWORLD entered into an agreement dated 31 January 2005 relating to the provision by LIVEWORLD of certain moderation services to AOL (the “Original Agreement”). Both parties wish to modify the Original Agreement, as described below in this Change Order No. 1, pursuant to Clause 2.1 of the Original Agreement.

Liveworld Inc – AMENDMENT TO SCHEDULE NO. 9 (“Schedule 9”) DATED DECEMBER 8, 2006 TO AGREEMENT FOR CONSULTING SERVICES BETWEEN AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“Consultant”) DATED AS OF MAY 12, 2003 (the “Agreement”) SCOPE OF WORK (May 15th, 2007)
Liveworld Inc – FOURTH AMENDMENT TO SCHEDULE NO. 9 TO AGREEMENT FOR CONSULTING SERVICES (April 17th, 2007)

This Fourth Amendment to Schedule No. 9 to Agreement for Consulting Services (this “Schedule 9 Fourth Amendment”), effective as of April 1, 2007 (the “Schedule 9 Fourth Amendment Effective Date”), is made and entered into by and between AOL LLC (formerly known as “America Online, Inc.”) (“AOL”), a Delaware limited liability company, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166, and LiveWorld, Inc. (“Consultant”), a Delaware corporation, with principal offices at 4340 Stevens Creek Boulevard, Suite 101, San Jose, California 95129 (each a “Party” and collectively the “Parties”). All capitalized terms not otherwise defined in this Schedule 9 Fourth Amendment shall have the meanings set forth in the Agreement for Consulting Services dated as of May 12, 2003, by and between the Parties (the “Agreement”) and Schedule No. 9 to the Agreement, dated as of December 7, 2004, by and between the Parties (“Schedule 9”), as amended. The Parties wish to amend Schedule 9 as follo

Liveworld Inc – AGREEMENT FOR THE SUPPLY OF MODERATION SERVICES (April 17th, 2007)

This agreement (“Agreement”) is made as of 31 January 2005 (the “Effective Date”) by and between LiveWorld, Inc. (“LIVEWORLD”), a Delaware corporation, with principal offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95070 and AOL (UK) Ltd (“AOL”), a limited company registered in England under company number 03462696 with its registered office address at 80 Hammersmith Road, London, W14 8UD. Each of LIVEWORLD and AOL is sometimes referred to herein as a “Party”.

Liveworld Inc – LIVEWORLD SALES REPRESENTATIVE AGREEMENT (April 17th, 2007)

This Sales Representative Agreement (“Agreement”) is entered into as of July 7, 2006 (“Effective Date”), between LiveWorld, Inc., a Delaware corporation with offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A. (“LiveWorld”), and LiveWorld-WPP, L.L.P., 170 Knowles Drive, Suite 211, Los Gatos, California 95032, U.S.A (“Representative”).