Liberate Technologies Sample Contracts

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VOTING AGREEMENT
Voting Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
SHARES LIBERATE TECHNOLOGIES COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • July 26th, 1999 • Liberate Technologies • Services-prepackaged software • New York
EXHIBIT 1.1 ____________ SHARES LIBERATE TECHNOLOGIES COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • January 21st, 2000 • Liberate Technologies • Services-prepackaged software • New York
SERIES E PREFERRED
Stock Purchase Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • California
EXHIBIT 2.7 ASSET PURCHASE AGREEMENT by and between SEACHANGE INTERNATIONAL, INC., LIBERATE TECHNOLOGIES,
Asset Purchase Agreement • April 19th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
BETWEEN
Sublease Agreement • May 19th, 1999 • Liberate Technologies • California
LIBERATE TECHNOLOGIES and EQUISERVE TRUST COMPANY, N.A., Rights Agent Rights Agreement Dated as of May 12, 2003
Rights Agreement • May 14th, 2003 • Liberate Technologies • Services-prepackaged software • Delaware

Stock, the Board of Directors may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth (1/1000) of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

LIBERATE TECHNOLOGIES STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • California
WITNESSETH: ----------
Voting Agreement • January 12th, 2001 • Liberate Technologies • Services-prepackaged software
RECITALS
Cooperation Agreement • July 26th, 1999 • Liberate Technologies • Services-prepackaged software • California
OFFICE LEASE AGREEMENT BETWEEN EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“LANDLORD”) AND LIBERATE TECHNOLOGIES, a Delaware corporation (“TENANT”)
Office Lease Agreement • April 14th, 2004 • Liberate Technologies • Services-prepackaged software • California

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 12th day of December, 2003, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”) and LIBERATE TECHNOLOGIES, a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Parking Agreement), Exhibit H (Asbestos Notification) and Exhibit I (Form of Letter of Credit).

RECITALS
Guaranty of Lease • May 19th, 1999 • Liberate Technologies • California
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RECITALS
Stockholders Agreement • May 19th, 1999 • Liberate Technologies • Delaware
ARTICLE I DEFINITIONS
Convertible Promissory Note Purchase Agreement • July 19th, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
NETWORK COMPUTER, INC. ADMISSION AGREEMENT
Admission Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software
EXHIBIT 10.24 MAINTENANCE SERVICES AGREEMENT
Maintenance Services Agreement • May 19th, 1999 • Liberate Technologies • California
BY AND AMONG
Merger Agreement And • February 2nd, 2000 • Liberate Technologies • Services-prepackaged software • Delaware
SUBLEASE AGREEMENT BETWEEN ORACLE CORPORATION AND
Sublease Agreement • May 19th, 1999 • Liberate Technologies • California
SUBLEASE
Sublease • April 13th, 2000 • Liberate Technologies • Services-prepackaged software
THIS STOCKHOLDER VOTING AGREEMENT CONSTITUTES AN IRREVOCABLE PROXY APPOINTMENT WITH RESPECT TO THE PRINCIPAL STOCKHOLDERS’ SHARES OF LIBERATE TECHNOLOGIES. STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 18th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware

STOCKHOLDER VOTING AGREEMENT, dated as of January 14, 2005 (this “Agreement”), by and among Double C Technologies, LLC (“Purchaser”) and the stockholders of Liberate Technologies (“Seller”) identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 24th, 2001 • Liberate Technologies • Services-prepackaged software • Delaware

THIS AGREEMENT (the "Agreement") is made and entered into as of , 2001 between Liberate Technologies, a Delaware corporation ("the Company"), and ("Indemnitee").

ASSET PURCHASE AGREEMENT by and between DOUBLE C TECHNOLOGIES, LLC, LIBERATE TECHNOLOGIES, and LIBERATE TECHNOLOGIES CANADA, LTD. Dated as of January 14, 2005
Asset Purchase Agreement • January 18th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 14, 2005, by and among DOUBLE C TECHNOLOGIES, LLC, a Delaware limited liability company (“Purchaser”), LIBERATE TECHNOLOGIES, a Delaware corporation (“Seller”), and LIBERATE TECHNOLOGIES CANADA, LTD., a corporation organized under the laws of Canada (the “Canadian Subsidiary”).

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