Alladvantage Com Inc Sample Contracts

Alladvantage Com Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (April 28th, 2000)

EXHIBIT 10.05 ALLADVANTAGE.COM INC. 2000 EMPLOYEE STOCK PURCHASE PLAN As Adopted February 23, 2000 1. Establishment of Plan. AllAdvantage.com Inc. (the "Company") proposes to grant options for purchase of the Company's Common Stock to eligible employees of the Company and its Participating Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan (this "Plan"). For purposes of this Plan, "Parent Corporation" and "Subsidiary" shall have the same meanings as "parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). "Participating Subsidiaries" are Parent Corporations or Subsidiaries that the Board of Directors of the Company (the "Board") designates from time to time as corporations that shall participate i

Alladvantage Com Inc – 2000 EQUITY INCENTIVE PLAN (April 28th, 2000)

EXHIBIT 10.04 ALLADVANTAGE.COM INC. 2000 EQUITY INCENTIVE PLAN As Adopted February 23, 2000 1. PURPOSE. The purpose of this Plan is to provide incentives to ------- attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 23. 2. SHARES SUBJECT TO THE PLAN. -------------------------- 2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the -------------------------- total number of Shares reserved and available for grant and issuance pursuant to this P

Alladvantage Com Inc – UNDERWRITING AGREEMENT (March 23rd, 2000)

Exhibit 1.01 _______________ Shares AllAdvantage.com Inc. Common Stock UNDERWRITING AGREEMENT ---------------------- March __, 2000 Credit Suisse First Boston Corporation Donaldson, Lufkin & Jenrette Securities Corporation FleetBoston Robertson Stephens Inc. As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1. Introductory. AllAdvantage.com Inc., a Delaware corporation ("Company"), proposes to issue and sell __________ shares ("Firm Securities") of its common stock, par value $.001 per share ("Securities"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than __________ ad

Alladvantage Com Inc – CERTIFICATE OF INCORPORATION (February 29th, 2000)

EXHIBIT 3.03 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALLADVANTAGE.COM INC. ARTICLE I The name of the corporation is AllAdvantage.com Inc. ARTICLE II The address of the registered office of the corporation in the State of Delaware is 15 East North Street, City of Dover, County of Kent. The name of its registered agent at that address is Incorporating Services, Ltd. ARTICLE III The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of all classes of stock which t

Alladvantage Com Inc – INDEMNITY AGREEMENT (February 29th, 2000)

EXHIBIT 10.01 INDEMNITY AGREEMENT This Indemnity Agreement (this "Agreement"), dated as of March ___, 2000, is made by and between AllAdvantage.com Inc., a Delaware corporation (the "Company"), and _________________________, a director and/or officer of the Company (the "Indemnitee"). RECITALS A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers; B. Based on their experience as business managers, the Board of Directors of the

Alladvantage Com Inc – SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (February 29th, 2000)

EXHIBIT 4.02 SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT ------------------------------------------------------- This Second Amended and Restated Investors' Rights Agreement (this "Agreement") is made and entered into as of February 4, 2000 by and among AllAdvantage.com., a California corporation (the "Company"), and the persons and entities listed on Exhibit A attached hereto (the "Investors"). --------- A. Certain of the Investors (the "Prior Investors") are holders of the Company's: (i) Series B Preferred Stock (the "Series B Stock") issued pursuant to that certain Series B Preferred Stock Purchase Agreement (the "Series B Agreement") by and among the Company and the investors listed therein; and/or (ii) Series C Preferred Stock (the "Series C Stock") issued pursuant to that certain Series C Preferred Stock Purchase Agreement (the "Series C Agre

Alladvantage Com Inc – 2000 EMPLOYEE STOCK PURCHASE PLAN (February 29th, 2000)

EXHIBIT 10.05 ALLADVANTAGE.COM INC. 2000 EMPLOYEE STOCK PURCHASE PLAN As Adopted February 23, 2000 1. Establishment of Plan. AllAdvantage.com Inc. (the "Company") proposes to grant options for purchase of the Company's Common Stock to eligible employees of the Company and its Participating Subsidiaries (as hereinafter defined) pursuant to this Employee Stock Purchase Plan (this "Plan"). For purposes of this Plan, "Parent Corporation" and "Subsidiary" shall have the same meanings as "parent corporation" and "subsidiary corporation" in Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). "Participating Subsidiaries" are Parent Corporations or Subsidiaries that the Board of Directors of the Company (the "Board") designates from time to time as corporations that shall participate i

Alladvantage Com Inc – SERIES D PREFERRED STOCK PURCHASE AGREEMENT (February 29th, 2000)

EXHIBIT 10.12 SERIES D PREFERRED STOCK PURCHASE AGREEMENT This Series D Preferred Stock Purchase Agreement (this "Agreement") is made and entered into as of February 4, 2000 by and among AllAdvantage.com, a California corporation (the "Company"), and the parties listed on the Schedule of Investors attached to this Agreement as Exhibit A (each hereinafter --------- individually referred to as an "Investor" and collectively referred to as the "Investors"). Whereas, the Company desires to sell to the Investors, and the Investors desire to purchase from the Company, shares of the Company's Series D Preferred Stock on the terms and conditions set forth in this Agreement; Now, therefore, the parties hereby agree as follows: 1. AGREEMENT TO PURCHASE AND SELL STOCK. ------------------------------------ 1.1 Authorizati

Alladvantage Com Inc – 2000 EQUITY INCENTIVE PLAN (February 29th, 2000)

EXHIBIT 10.04 ALLADVANTAGE.COM INC. 2000 EQUITY INCENTIVE PLAN As Adopted February 23, 2000 1. PURPOSE. The purpose of this Plan is to provide incentives to ------- attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 23. 2. SHARES SUBJECT TO THE PLAN. -------------------------- 2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the -------------------------- total number of Shares reserved and available for grant and issuance pursuant to this P

Alladvantage Com Inc – 2000 EQUITY INCENTIVE PLAN (February 29th, 2000)

EXHIBIT 10.03 ALLADVANTAGE.COM 2000 EQUITY INCENTIVE PLAN As Adopted on January 25, 2000 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, ------- retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section 22 hereof. This Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act. 2. SHARES SUBJECT TO THE PLAN. -------------------------- 2.1 Number of Shares Available. Subject to Sections 2.2 and 17

Alladvantage Com Inc – AGREEMENT AND PLAN OF MERGER (February 29th, 2000)

EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Merger Agreement") is entered into as of March 1, 2000, by and between AllAdvantage.com, a California corporation ("AllAdvantage California"), and AllAdvantage.com Inc., a Delaware corporation ("AllAdvantage Delaware"). AllAdvantage California and AllAdvantage Delaware are hereinafter sometimes collectively referred to as the "Constituent Corporations". RECITALS -------- A. AllAdvantage California was incorporated on March 24, 1999. Its current authorized capital stock consists of: (i) 150,000,000 shares of Common Stock, no par value ("AllAdvantage California Common Stock"), of which 29,326,983 shares are issued and outstanding; and (ii) 36,335,044 shares of Preferred Stock, no par value ("AllAdvantage California Preferred S

Alladvantage Com Inc – CERTIFICATE OF INCORPORATION (February 29th, 2000)

EXHIBIT 3.02 FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALLADVANTAGE.COM INC. ARTICLE I The name of the corporation is AllAdvantage.com Inc. ARTICLE II The address of the registered office of the corporation in the State of Delaware is 15 East North Street, City of Dover, County of Kent. The name of its registered agent at that address is Incorporating Services, Ltd. ARTICLE III The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of all classes of stock which the

Alladvantage Com Inc – Viewbar Agreement (February 7th, 2000)

Exhibit 10.13 Viewbar Agreement (Revised December 1, 1999) IMPORTANT Terms, Conditions and Privacy Policy of the AllAdvantage.com Viewbar Service AGE RESTRICTION: ---------------- If you are under 18 years old, you need to obtain your parent's consent before downloading the Viewbar software or using the Viewbar Service. See our Parental Consent Form for instructions. IMPORTANT NOTICE: These terms may vary from the terms in place when you initially expressed interest in the AllAdvantage.com Service. These terms supersede any prior advertisements, agreements or communications between You and AllAdvantage.com. PLEASE READ THE ENTIRE AGREEMENT SET OUT IN THE PAGES BELOW BEFORE PROCEEDING. Our Goal. AllAdvantage.com is enabling its Memb

Alladvantage Com Inc – LEASE (February 7th, 2000)

EXHIBIT 10.10 LEASE ----- Landlord: Hayward Point Eden I Limited Partnership Tenant: AllAdvantage.com Date: December 22, 1999 TABLE OF CONTENTS ----------------- Page # ------ 1. PREMISES............................................................ 1 1.1 Premises...................................................... 1 1.2 Landlord's Reserved Rights.................................... 1 2. TERM .............................................................. 1 2.1 Term.......................................................... 1 2.2

Alladvantage Com Inc – FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT (February 7th, 2000)

Exhibit 10.06 FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT This Agreement is made and entered into as of April 26, 1999 (the "Effective Date") between AllAdvantage.com (the "Company"), a California corporation, and ________ (the "Purchaser"). 1. PURCHASE OF SHARES. On the Effective Date and subject to the terms ------------------ and conditions of this Agreement, Purchaser hereby purchases from the Company, and Company hereby sells to Purchaser, an aggregate of ____________ (_____) shares of the Company's Common Stock (the "Shares") at an aggregate purchase price of $_____ (the "Purchase Price") or $0.004167 per Share (the "Purchase Price Per Share"). Additionally, in connection with the purchase of the Shares, Purchaser agrees to assign to the Company as a contribution to capital certain technology and related rights pursuant to the form of Assignment Agreement attached h

Alladvantage Com Inc – CERTIFICATE OF INCORPORATION (February 7th, 2000)

EXHIBIT 3.01 CERTIFICATE OF INCORPORATION OF ALLADVANTAGE.COM INC. ARTICLE I The name of the corporation is AllAdvantage.com Inc. ARTICLE II The address of the registered office of the corporation in the State of Delaware is 15 East North Street, City of Dover, County of Kent. The name of its registered agent at that address is Incorporating Services, Ltd. ARTICLE III The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE IV The total number of shares of stock which the corporation has authority to issue is One Thousand (1,000) shares, all

Alladvantage Com Inc – DART(TM) SERVICE AGREEMENT FOR PUBLISHERS (February 7th, 2000)

Exhibit 10.08 [LETTERHEAD OF DOUBLECLICK APPEARS HERE] DART(TM) SERVICE AGREEMENT FOR PUBLISHERS -------------------------------------------------------------------------------- You agree to pay DoubleClick Inc. all of the fees and other charges specified below and DoubleClick Inc. agrees to provide the DART Service to You, all in accordance with the attached Terms and Conditions. Both You and DoubleClick Inc. agree that this Cover Page and the attached Terms and Conditions (collectively, the "DART Service Agreement" or "Agreement"), may be updated from time to time by replacing or adding further signed attachments to this Agreement. -------------------------------------------------------------------------------- Your Company All Advantage.com___________ Contact: Johannes Pohle__________ Name 25954 Eden Landing Road_____ Phone: (510) 670-0575 x170_____

Alladvantage Com Inc – Basic Lease Information (February 7th, 2000)

EXHIBIT 10.11 Basic Lease Information Date: January 21, 2000 Tenant: AllAdvantage.com Address: Prior to Lease Commencement Date: 25954 Eden Landing Road Hayward, California 94545 From and after Lease Commencement Date: 801 Gateway Boulevard South San Francisco, California 94080 Landlord: HMS Gateway Office, L.P. Address: c/o Hines Interests Limited Partnership 651 Gateway Boulevard, Suite 1140 South San Francisco, California 94080 Leased Premises: Building commonly known as 801 Gateway

Alladvantage Com Inc – 1999 EQUITY INCENTIVE PLAN (February 7th, 2000)

Exhibit 10.02 ALLADVANTAGE.COM 1999 EQUITY INCENTIVE PLAN As Adopted on April 26, 1999 As Amended on September 9, 1999 As Amended on November 16, 1999 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, ------- retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the Company's future performance through awards of Options and Restricted Stock. Capitalized terms not defined in the text are defined in Section 22 hereof. This Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act. 2. SHARES SUBJECT TO THE PLAN. -

Alladvantage Com Inc – AGREEMENT (February 7th, 2000)

Exhibit 10.09 24/7 MEDIA INC. NETWORK AFFILIATION AGREEMENT This Network Affiliate Agreement is entered into and effective as of the 26th day of August, 1999 ("Effective Date") by and between 24/7 Media Inc. and AllAdvantage.com Inc. WHEREAS, AllAdvantage.com (hereinafter the "Network Affiliate") is the operator and owner of the AllAdvantage.com Viewbar software program distributed to residents of the United States and Canada through which advertising banners can be served over the Internet (the "Web Site"); WHEREAS, 24/7 Media, Inc. ("24/7"), a Delaware corporation with an address at 1250 Broadway, 27th floor, New York, NY 10001, operates a network of large, high-profile internet web sites (the "24/7 Network") for which it solicits advertisers, advertising agencies, buying services or others ("Advertisers")

Alladvantage Com Inc – NETWORK AFFILIATE AGREEMENT (February 7th, 2000)

EXHIBIT 10.07 NETWORK AFFILIATE AGREEMENT Company: All Advantage.com --------------------------------------------------- Address: 25954 Eden Landing Road, Hayward, CA 94545 --------------------------------------------------- Web Site: The All Advantage "Viewbar" Technology -------------------------------------------------- This Agreement is made and entered into as of November 11, 1999 (the "Effective Date") by and between the above named company ("Company"), and DoubleClick Inc. ("DoubleClick"), and will constitute a valid and binding agreement between Company and DoubleClick according to the specific terms and conditions set forth below and those terms and conditions set forth in the Standard Terms and Conditions (together, the "Agreement"). All terms not otherwise defined below shall be as defined in Section 8 of the Standard T