Liveperson Inc Sample Contracts

EXHIBIT 2 STOCK PURCHASE AGREEMENT
Employment Agreement • October 19th, 2000 • Liveperson Inc • Services-business services, nec • New York
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COMMON STOCK
Underwriting Agreement • March 28th, 2000 • Liveperson Inc • Services-business services, nec • New York
LIVEPERSON, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 4, 2020 0% Convertible Senior Notes due 2026
Indenture • December 10th, 2020 • Liveperson Inc • Services-prepackaged software • New York

INDENTURE, dated as of December 4, 2020, between LIVEPERSON, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

To: LivePerson, Inc.
Liveperson Inc • December 10th, 2020 • Services-prepackaged software

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and LivePerson, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement (as defined below). Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

WITNESSETH:
Employment Agreement • January 28th, 2000 • Liveperson Inc • New York
WITNESSETH:
Employment Agreement • January 28th, 2000 • Liveperson Inc • New York
SECTION I EMPLOYMENT
Employment Agreement • January 28th, 2000 • Liveperson Inc • New York
TAX BENEFITS PRESERVATION PLAN dated as of January 22, 2024 between LIVEPERSON, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent
Tax Benefits Preservation Plan • January 22nd, 2024 • Liveperson Inc • Services-prepackaged software • Delaware

TAX BENEFITS PRESERVATION PLAN, dated as of January 22, 2024 (the “Agreement”), between LivePerson, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, in its capacity as Rights Agent (as hereinafter defined).

LIVEPERSON, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 16th, 2023 • Liveperson Inc • Services-prepackaged software • New York

LivePerson, Inc., a Delaware corporation (the “Company”), hereby grants to the person named below (the “Participant”) Restricted Stock Units, subject to all of the terms, definitions and provisions of this Restricted Stock Unit Award Agreement (this “RSU Agreement”) and the LivePerson, Inc. 2019 Incentive Stock Plan (the “Plan”), which is incorporated herein by reference, as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2012 • Liveperson Inc • Services-prepackaged software • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made effective as of as of _____________, between LivePerson, Inc., a Delaware corporation (the “Company,” which for the purposes of this Agreement shall include any Subsidiary, as defined herein), and the person named as Indemnitee on the signature page hereto (the “Indemnitee”).

AGREEMENT AND PLAN OF MERGER among LIVEPERSON, INC., KATO MERGERCO, INC. KASAMBA, INC., and YOAV LEIBOVICH, AS STOCKHOLDERS’ REPRESENTATIVE Dated as of June 25, 2007
Agreement and Plan of Merger • August 9th, 2007 • Liveperson Inc • Services-business services, nec • New York
SECTION 1 EMPLOYMENT
Employment Agreement • March 10th, 2000 • Liveperson Inc • Services-business services, nec • New York
AGREEMENT
Agreement • July 21st, 2022 • Liveperson Inc • Services-prepackaged software • Delaware

This Agreement (this “Agreement”) is made and entered into as of July 20, 2022 by and among LivePerson, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

LIVEPERSON, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • May 7th, 2019 • Liveperson Inc • Services-prepackaged software • Delaware
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 15th, 2011 • Liveperson Inc • Services-prepackaged software • New York

This Separation Agreement and General Release (“Agreement”) is entered into by and between LivePerson, Inc. (the “Company”) and Timothy E. Bixby (the “Executive”), and effective as of November 2, 2010 (the “Effective Date”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • November 9th, 2017 • Liveperson Inc • Services-prepackaged software • New York

This Separation Agreement and General Release (“Agreement”) is entered into by and between LivePerson, Inc. (the “Company”) and Daniel Murphy (the “Executive” and, together with the Company, the “Parties”), and effective as of November 9, 2017 (the “Effective Date”).

AMENDMENT TO SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 15th, 2018 • Liveperson Inc • Services-prepackaged software

THIS AMENDMENT (the “Amendment”) is entered into as of February ____, 2018 (the “Effective Date”) by and among LivePerson, Inc., (the “Company”), and Daniel Murphy (the “Executive”).

MODIFICATION TO EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2003 • Liveperson Inc • Services-business services, nec

As of this 1st day of April, 2003, LivePerson, Inc. (“LivePerson”) and Timothy E. Bixby (“Executive”) agree to modify their June 23, 1999 Employment Agreement (the “Agreement”) as follows:

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • May 9th, 2014 • Liveperson Inc • Services-prepackaged software • New York

This Separation Agreement and General Release ("Agreement") is entered into by and between LivePerson, Inc. and its wholly owned subsidiary LivePerson Ltd. (referred to individually or together as the context requires, the "Company") and Eli Campo (the "Executive") is made as of December 16, 2013, and will become effective on the date of execution by both parties set forth on the last page hereof (the "Effective Date").

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SURRENDER AGREEMENT
Surrender Agreement • November 14th, 2001 • Liveperson Inc • Services-business services, nec

THIS SURRENDER AGREEMENT (this "Agreement"), is made as of the 20th day of September, 2001, by and between VORNADO 330 WEST 34TH STREET L.L.C., a Delaware limited liability company, having an office c/o Vornado Office Management LLC, 330 Madison Avenue, New York, New York 10017 ("Landlord"), and LIVEPERSON INC., a Delaware corporation, having an office at 330 West 34th Street, New York, New York 10001 ("Tenant").

LIVEPERSON, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 16th, 2023 • Liveperson Inc • Services-prepackaged software
LivePerson, Inc.
Liveperson Inc • July 12th, 2023 • Services-prepackaged software

As we have discussed, this letter agreement confirms that: (a) you hereby irrevocably agree to resign your seat on the Company’s Board of Directors, effective as of the date upon which you cease to hold the office of Chief Executive Officer (“CEO”), regardless of the reason or method of your ceasing to serve as CEO; (b) without altering the foregoing, you hereby resign your role as Chairman with immediate effect; and (c) the Company agrees to deliver to you, within one (1) business day of the execution of this letter agreement, an executed notice of non-renewal of the term of your Employment Agreement, in the form attached hereto. No other existing rights or obligations of the parties are affected by this letter agreement, and the terms and conditions of your employment with the Company remain subject to the existing agreements between you and the Company, including your Employment Agreement.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • May 10th, 2013 • Liveperson Inc • Services-prepackaged software • New York

This Separation Agreement and General Release (“Agreement”) is entered into by and between LivePerson, Inc. (the “Company”) and Michael I. Kovach (“Executive”), and effective as of April 23, 2013 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2024 • Liveperson Inc • Services-prepackaged software • New York

THIS EMPLOYMENT AGREEMENT, dated as of December 27th, 2023 (this “Agreement”), is entered into by and between LivePerson, Inc., a Delaware corporation (the “Company”), and Anthony John Sabino (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).

DEFINITIONS
Agreement of Lease • March 10th, 2000 • Liveperson Inc • Services-business services, nec • New York
Contract
Repurchase Agreement Repurchase Agreement • March 22nd, 2023 • Liveperson Inc • Services-prepackaged software • New York
REPURCHASE OPTION AGREEMENT
Repurchase Option Agreement • April 1st, 2002 • Liveperson Inc • Services-business services, nec • New York

THIS AGREEMENT is made this 12th day of October 2000, between LivePerson, Inc., a Delaware corporation (the "Company"), Eitan Ron and Tal Goldberg (each a "Founder" and together, the "Founders"), and First Union National Bank, as Escrow Agent (the "Escrow Agent").

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2002 • Liveperson Inc • Services-business services, nec

This Employment Agreement (the "Agreement"), is made and entered into this 12th day of October, 2000, by and between HumanClick Ltd. a private company organized under the laws of the State of Israel, with principal offices located at 33 Bnei Zion, Israel 60910 (the "Company"), and Eitan Ron (the "Executive").

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • February 16th, 2024 • Liveperson Inc • Services-prepackaged software

This AMENDMENT NO. 1 (this “Amendment”), dated as of February 16, 2024, to the Tax Benefits Preservation Plan (the “Agreement”), dated as of January 22, 2024, between LivePerson, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (“Equiniti”), is entered into between the Company and Equiniti.

LIVEPERSON, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 6th, 2011 • Liveperson Inc • Services-prepackaged software

LivePerson, Inc., a Delaware corporation (the “Company”) hereby grants, as of _____ (the “Grant Date”), to _____ (the “Participant”) of an option (the “Option”) to purchase ____ shares of the Common Stock, $0.001 par value per share, of the Company (“Shares”) at an exercise price equal to $_____ per share (the “Exercise Price”). The Option shall be subject to the terms and conditions set forth herein. The Option is issued pursuant to the Company’s 2009 Stock Incentive Plan as Amended and Restated (the “Plan”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2018 • Liveperson Inc • Services-prepackaged software • New York

AGREEMENT effective as of the 27th day of December, 2017 (the “Effective Date”) by and between LivePerson, Inc., a Delaware corporation (the “Company”), and Robert LoCascio (the “Executive”).

LIVEPERSON, INC. 462 Seventh Avenue, 10th Floor New York, New York 10018 October 12, 2000
Liveperson Inc • April 1st, 2002 • Services-business services, nec

This letter is provided to you in connection with your Employment Agreement with HumanClick Ltd., a private company organized under the laws of the State of Israel ("HumanClick"), of even date herewith (the "Employment Agreement"), concurrent with the purchase by LivePerson, Inc., a Delaware corporation ("LivePerson"), of all of the issued and outstanding capital stock of HumanClick pursuant to that certain Stock Purchase Agreement, of even date herewith, by and between LivePerson, HumanClick and the shareholders of HumanClick named in Schedule I thereto.

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