Adknowledge Inc Sample Contracts

Adknowledge Inc – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.1 CLICKOVER, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT 2 TABLE OF CONTENTS Page ---- 1. Issue of Preferred Stock............................................................1 1.1 Issuance of Preferred Stock..................................................1 1.2 Closing......................................................................1 2. Definitions.........................................................................2 2.1 "Material Adverse Event"...........................................

Adknowledge Inc – STOCK PURCHASE AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.4 ADKNOWLEDGE INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT February 10, 1999 2 TABLE OF CONTENTS PAGE ---- 1. Purchase And Sale Of Stock...........................................................................1 1.1 Sale and Issuance of Series E Preferred Stock...................................................1 1.2 Closings........................................................................................1 2. Repre

Adknowledge Inc – NONQUALIFIED STOCK OPTION AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.23 CLICKOVER, INC. STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT (A) Name of Optionee: ` (B) Grant Date: (C) Number of Shares: (D) Exercise Price: (E) Vesting Base Date: (F) Effective Date: THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made and entered into as of the date set forth in Item F above (the "Effective Date") between ClickOver, Inc., a California corporation (the "Company") and the person named in Item A above ("Optionee). THE PARTIES AGREE AS FOLLOWS: 1. Grant of Option; Vesting Base Date. 1.1 Grant. The Company hereby grants to Optionee pursuant to the Company's Stock Optio

Adknowledge Inc – STOCK PURCHASE AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.24 CLICKOVER, INC. STOCK OPTION PLAN STOCK PURCHASE AGREEMENT (A) Name of Purchaser:_____________________________ (B) Number of Plan Shares:_________________________ (C) Exercise Price:________________________________ (D) Purchase Price:________________________________ (E) Date of Option Agreement:______________________ (F) Effective Date:________________________________ THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the date set forth in Item F above (the "Effective Date") between ClickOver, Inc., a California corporation (the "Company"), and the person named in Item A above (the "Purchaser"). THE PARTIES AGREE AS FOLLOWS: 1. Purchase of

Adknowledge Inc – NOTICE OF GRANT OF STOCK OPTION (August 27th, 1999)

1 EXHIBIT 10.29 ADKNOWLEDGE INC. NOTICE OF GRANT OF STOCK OPTION Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of AdKnowledge Inc. (the "Corporation"): Optionee: ________________________________________________________ Grant Date: ______________________________________________________ Vesting Commencement Date: _______________________________________ Exercise Price: $__________ per share Number of Option Shares: __________ shares of Common Stock Expiration Date: _________________________________________________ Type of Option: __________ Incentive Stock Option __________ Non-Statutory Stock Option Date Exercisable: Immediately Exercis

Adknowledge Inc – STOCK OPTION AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.26 ADKNOWLEDGE INC. STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and consultants and other independent advisors in the service of the Corporation (or any Parent or Subsidiary). B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation's grant of an option to Optionee. C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. NOW, THEREFORE, it is hereby agreed as follows: 1. GRANT OF OPTION. The

Adknowledge Inc – INCENTIVE STOCK OPTION AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.22 CLICKOVER, INC. STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT (A) Name of Optionee:__________________________________ (B) Grant Date:________________________________________ (C) Number of Shares:__________________________________ (D) Exercise Price:____________________________________ (E) Vesting Base Date:_________________________________ (F) Effective Date:____________________________________ THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement"), is made and entered into as of the date set forth in item F above (the "Effective Date") between ClickOver, Inc., a California corporation (the "Company") and the person named in Item A above ("Optionee"). THE PARTIES AGRE

Adknowledge Inc – STOCK ISSUANCE AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.28 ADKNOWLEDGE INC. STOCK ISSUANCE AGREEMENT This Stock Issuance Agreement (this "Agreement") is made as of this ____ day of _____________ 199__, by and between AdKnowledge Inc., a California corporation, and _________________, Participant in the Corporation's 1998 Stock Option/Stock Issuance Plan. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix. A. PURCHASE OF SHARES 1. PURCHASE. Participant hereby purchases ______________ shares of Common Stock (the "Purchased Shares") pursuant to the provisions of the Stock Issuance Program at the purchase price of $_____________ per share (the "Purchase Price"). 2. PAYMENT. Concurrently with the delivery of this Agreement to the Corporation, Participant shall p

Adknowledge Inc – AGREEMENT AND PLAN OF MERGER (August 27th, 1999)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CLICKOVER, INC., FOCALINK ACQUISITION CORPORATION, FOCALINK COMMUNICATIONS, INC., CUPERTINO NATIONAL BANK & TRUST, MAYFIELD VII AND MAYFIELD ASSOCIATES FUND II Dated as of November 22, 1997 2 TABLE OF CONTENTS Page ---- A

Adknowledge Inc – STOCK PURCHASE AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.27 ADKNOWLEDGE INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made this ______day of ______________________ 199___, by and between AdKnowledge Inc., a California corporation, and ___________________, Optionee under the Corporation's 1998 Stock Option/Stock Issuance Plan. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix. A. EXERCISE OF OPTION 1. EXERCISE. Optionee hereby purchases ________ shares of Common Stock (the "Purchased Shares") pursuant to that certain option (the "Option") granted Optionee on ____________________, 199__ (the "Grant Date") to purchase up to _______________ shares of Common Stock (the "Option Shares") under the Plan at the exercise price of $___________ pe

Adknowledge Inc – INVESTOR RIGHTS AGREEMENT (August 27th, 1999)

1 Exhibit 10.5 ADKNOWLEDGE INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT FEBRUARY 10, 1999 2 TABLE OF CONTENTS Page ---- 1. Registration Rights.........................................................1 1.1 Definitions........................................................1 1.2 Request for Registration...........................................2 1.3 Company Registration...............................................4 1.4 Obligations of the C

Adknowledge Inc – 1996 STOCK OPTION PLAN (August 27th, 1999)

1 EXHIBIT 10.21 1996 STOCK OPTION PLAN OF CLICKOVER, INC. 1. PURPOSES OF THE PLAN The purposes of the 1996 Stock Option Plan (the "Plan") of ClickOver, Inc., a California corporation (the "Company"), are to: (a) Encourage selected employees, directors and consultants to improve operations and increase profits of the Company; (b) Encourage selected employees, directors and consultants to accept or continue employment or association with the Company or its Affiliates; and (c) Increase the interest of selected employees, directors and consultants in the Company's welfare through participation in the growth in value of the common stock of the Company (the "Common Stock"). Options granted under this Plan ("Options") may be "inc

Adknowledge Inc – STOCK PURCHASE AGREEMENT (August 27th, 1999)

1 EXHIBIT 10.2 CLICKOVER, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT March 14,1997 2 TABLE OF CONTENTS Page ---- 1. Purchase and Sale of Stock...........................................................1 1.1 Sale and Issuance of Series B Preferred Stock.................................1 1.2 Closing.......................................................................1 2. Representations and Warranties of the Company.........................