Egroups Inc Sample Contracts

Egroups Inc – LOAN AND SECURITY AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.36 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT dated May 19, 1999, between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and ONELIST, INC. ("Borrower"), whose address is 951 Old Country Road, Belmont, California 94002 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows: 1 ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement will be construed following GAAP. Calculations and determinations must be made following GAAP. The term "financial statements" includes the notes and schedules. The terms "including" and "includes" always mean "including (or includes) without limitation," in this or any Loan document This Agreement shall be construed to impart upon Bank a duty to act reasonably at all times. 2 LOAN AND TERMS O

Egroups Inc – 1998 STOCK OPTION PLAN (March 23rd, 2000)

1 EXHIBIT 10.9 EGROUPS, INC. 1998 STOCK OPTION PLAN NOTICE OF STOCK OPTION GRANT <> <> You have been granted an option to purchase Common Stock ("Common Stock") of eGroups, Inc. (the "Company") as follows: Board Approval Date: <> Date of Grant (Later of Board <> Approval Date or Commencement of Employment/Consulting): Vesting Commencement Date: <> Exercise Price Per Share: $<> Total Number of Shares Granted: <> Total Exercise Price: $<> Type of Option: <> Incentive Stock Option -------- ("ISO") <> Nonstatutory Stock Option

Egroups Inc – MASTER SERVICE AGREEMENT NO. (March 23rd, 2000)

1 EXHIBIT 10.35 GLOBAL CENTER, INC., A GLOBAL CROSSING COMPANY MASTER SERVICE AGREEMENT NO. ================================================================================ This Master Service Agreement (this "Agreement") is entered into on the ________ day of ___________, 2000 ("Effective Date") by and between ___________________, on behalf of itself and the subsidiary, affiliate, division and/or business unit ("Client") indicated on the Service Order Form attached hereto, with an office at the address listed on the Service Order Form, and Global Center, Inc., a Delaware Corporation with offices at 141 Caspian Court, Sunnyvale, CA 94089, to set forth the terms and conditions pursuant to which Global Center, Inc. shall provide to Client certain Services (as defined in the Service Order). The entire contract between the parties shall consist of this Agreement and one or more Service Order(s). Unless otherwise agr

Egroups Inc – SERIES D PREFERRED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.20 EGROUPS, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT This Series D Preferred Stock Purchase Agreement (the "Agreement") is made as of the 14th day of December, 1999, by and between eGroups, Inc., a Delaware corporation (the "Company"), and the investors listed on Exhibit A attached hereto (each a "Purchaser" and together, if more than one, the "Purchasers"). The parties hereby agree as follows: 1. PURCHASE AND SALE OF PREFERRED STOCK. 1.1 SALE AND ISSUANCE OF SERIES D PREFERRED STOCK. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Fifth Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit B (the "Restated Certificate"). (b) Su

Egroups Inc – MASTER LEASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.37 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT (the "Master Lease") dated June 23, 1999 by and between COMDISCO, INC. ("Lessor") and EGROUPS, INC. ("Lessee"). IN CONSIDERATION of the mutual agreements described below, the parties agree as follows (all capitalized terms are defined in Section 14.18): 1. Property Leased. Lessor leases to Lessee all of the Equipment described on each Summary Equipment Schedule. In the event of a conflict, the terms of the applicable Schedule prevail over this Master Lease. 2. Term. On the Commencement Date, Lessee will be deemed to accept the Equipment, will be bound to its rental obligations for each item of Equipment and the term of a Summary Equipment Schedule will begin and continue through the Initial Term and thereafter until terminated by either party upon prior written notice received during the Notice Period. No termination m

Egroups Inc – AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 Exhibit 10.21 FINDMAIL COMMUNICATIONS, INC. AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT This Amendment to Common Stock Purchase Agreement (the "Agreement") is made as of December 15, 1998 to the Common Stock Purchase Agreement dated June 5, 1998 (the "Purchase Agreement") by and between FindMail Communications, Inc., a Delaware corporation (the "Company") and Scott Hassan (the "Purchaser"). Unless specifically designated otherwise, the capitalized terms herein shall have the same meanings given them in the Purchase Agreement. RECITAL The Purchase Agreement provides for the sale and issuance of 1,344,321 shares of the Company's Common Stock to Purchaser, which sale took place on June 5, 1998. The Company and the Purchaser desire to amend the Purchase Agreement to modify the terms of the Company's repurchase option under S

Egroups Inc – EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.3 EXHIBIT A EGROUPS, INC. 1998 STOCK OPTION PLAN EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT This Agreement ("Agreement") is made as of ______________, by and between eGroups, Inc., a Delaware corporation (the "Company"), and <> ("Purchaser"). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 1998 Stock Option Plan. 1. EXERCISE OF OPTION. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase ______________ shares of the Common Stock (the "Shares") of the Company under and pursuant to the Company's 1998 Stock Option Plan (the "Plan") and the Stock Option Agreement dated <> (the "Option Agreement"). Of these Shares, Purchaser

Egroups Inc – AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.22 FINDMAIL COMMUNICATIONS, INC. AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT This Amendment to Common Stock Purchase Agreement (this "Amendment") is made as of December 15, 1998, to the Common Stock Purchase Agreement dated June 5, 1998 (the "Purchase Agreement") by and between FindMail Communications, Inc., a Delaware corporation (the "Company") and Martin Roscheisen (the "Purchaser"). Unless specifically designated otherwise, the capitalized terms herein shall have the same meanings given them in the Purchase Agreement. RECITAL The Purchase Agreement provides for the sale and issuance of 607,582 shares of the Company's Common Stock to Purchaser, which sale took place on June 5, 1998. The Company and the Purchaser desire to amend the Purchase Agreement to modify the terms of the Company's repurchase option u

Egroups Inc – EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.8 EXHIBIT B EGROUPS, INC. 1998 STOCK OPTION PLAN EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT This Agreement ("Agreement") is made as of ______________, by and between eGroups, Inc., a Delaware corporation (the "Company"), and ("Purchaser"). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 1998 Stock Option Plan. 1. EXERCISE OF OPTION. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase __________ shares of the Common Stock (the "Shares") of the Company under and pursuant to the Company's 1998 Stock Option Plan (the "Plan") and the Stock Option Agreement dated <>, (the "Option Agreement"). The purchase price for the Shares

Egroups Inc – FIRST AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.23 ONELIST, INC. FIRST AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made as of December 24, 1998, at Palo Alto, California, by and among ONElist, Inc., a California corporation (the "Company"), and the individuals set forth on the Schedule of Purchasers attached hereto as Schedule I (collectively, the "Purchasers" and individually a "Purchaser"). WHERE AS, the Purchasers purchased shares of the Company's Common Stock in exchange for cash or the contribution of assets to the Company pursuant to that certain Common Stock Purchase Agreement by and among the Company and the Purchasers dated as of July 10, 1998 (the "Prior Agreement"). WHEREAS, the Purchasers are employees of the Company, and the Purchaser's continued participation is considered by the Company to be impor

Egroups Inc – LOCK-UP AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.2 Exhibit A LOCK-UP AGREEMENT March ___, 2000 eGroups, Inc. 350 Brannan Street San Francisco, CA 94107 Donaldson, Lufkin & Jenrette Securities Corporation Chase Securities Inc. FleetBoston Robertson Stephens Inc. c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: The undersigned understands that Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc. and FleetBoston Robertson Stephens Inc., as Representatives of the several underwriters (the "UNDERWRITERS"), propose to enter into an Underwriting Agreement with eGroups, Inc. (the "COMPANY"), providing for the initial public offering (the "INITIAL PUBLIC OFFERING") of common stock, par value $.001 per share (the "COMMON STOCK"), o

Egroups Inc – NOTICE OF EXERCISE OF PURCHASE OPTION (March 23rd, 2000)

1 EXHIBIT 10.39 NOTICE OF EXERCISE OF PURCHASE OPTION TO: eGroups, Inc. ("Borrower") (1) Subject to the successful completion of an Initial Public Offering, as set forth in the Loan Agreement, the undersigned Lender hereby elects to exercise its Purchase Option with respect to 437,500 shares of the Series D Preferred Stock of Borrower, pursuant to the terms of the Subordinated Loan and Security Agreement dated the 8th day of October, 1999, as amended pursuant to the letter dated November 17, 1999 between Borrower and the Lender (the "Loan Agreement"), and tenders herewith payment of the purchase price for such shares, together with all applicable transfer taxes, if any, by converting and cancelling debt outstanding in the amount of $3,150,000.00 which represents a portion of the outstanding debt under that certain Subordinated Promissory Note dated October 13, 1999. (2) In exercising its rights with respect to

Egroups Inc – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.18 FINDMAIL COMMUNICATIONS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (the "Agreement") is made as of the 22nd day of June, 1998, by and between FindMail Communications, Inc., a Delaware corporation (the "Company"), and the investors listed on Exhibit A attached hereto (each a "Purchaser" and together, if more than one, the "Purchasers"). The parties hereby agree as follows: 1. Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the First Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit B (the "Restated Certificate"). (b) Subject to the terms and conditions of this Agreement, each Purchas

Egroups Inc – SERIES A PREFERRED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.17 ONElist, Inc. SERIES A PREFERRED STOCK PURCHASE AGREEMENT First Closing: December 28, 1998 Second Closing: April 29, 1999 2 ONElist, Inc. SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of December 28,1998, by and between ONElist, Inc., a California corporation, with headquarters at 951 Old County Road #107, Belmont, CA 94002, and its predecessor (the "Company"), and each of the investors listed on Schedule 1.2 hereto (as such Schedule may be updated from time to time) (collectively, the "Purchasers"). In consideration of mutual promises, covenants and conditions hereinafter set forth, the parties hereby agree as follows: 1. Authorization and Sale of the Sh

Egroups Inc – WARRANT AGREEMENT (March 23rd, 2000)

1 EXHIBIT 4.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. WARRANT AGREEMENT To Purchase Shares of the Series B Preferred Stock of EGROUPS, INC. Dated as of June 23,1999 (the "Effective Date") WHEREAS, eGroups, Inc., a Delaware corporation (the "Company") has entered into a Master Lease Agreement dated as of June 23, 1999, Equipment Schedule No. VL-1 and VL-2 dated as of June 23, 1999, and re

Egroups Inc – CERTIFICATE OF INCORPORATION (March 23rd, 2000)

1 EXHIBIT 3.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGROUPS, INC. The undersigned, Michael Klein and Margaret Nibbi hereby certify that: 1. They are the duly elected and acting Chief Executive Officer and Secretary, respectively, of eGroups, Inc., a Delaware corporation (the "Corporation"). 2. The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware on June 5, 1998 under the name Findmail Communications, Inc. 3. The Certificate of Incorporation of the Corporation shall be amended and restated to read in full as follows: ARTICLE I "The name of this corporation is eGroups, Inc. ARTICLE II

Egroups Inc – SUBORDINATED PROMISSORY NOTE (March 23rd, 2000)

1 EXHIBIT 10.29 SUBORDINATED PROMISSORY NOTE $862,833.33 Date: March 16, 2000 Maturity Date: October 1, 2002 FOR VALUE RECEIVED, eGroups, Inc, a Delaware corporation (the "Borrower") hereby promises to pay to the order of Comdisco, Inc., a Delaware corporation (the "Lender"), at P.O. Box 91744, Chicago, IL 60693, or such other place of payment as the holder of this Subordinated Promissory Note (the "Note") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Eight Hundred, Sixty Two Thousand, Eight Hundred and Thirty Three and 33/100 Dollars ($862,833.33) together with interest at Eight and One Quarter percent (8.25%) per annum from the date of this Note to maturity of each installment on the principal hereof remaining from time to time unpaid, such amounts to be paid as follows: 1 monthly installment of int

Egroups Inc – STOCK OPTION AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.7 EGROUPS, INC. 1998 STOCK OPTION PLAN STOCK OPTION AGREEMENT 1. GRANT OF OPTION. eGroups, Inc., a Delaware corporation (the "Company"), hereby grants to <> ("Optionee") an option (the "Option") to purchase a total number of shares of Common Stock (the "Shares") set forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice of Stock Option Grant (the "Exercise Price") subject to the terms, definitions and provisions of the eGroups, Inc. 1998 Stock Option Plan (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option. If designated an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Op

Egroups Inc – 1998 STOCK PLAN (March 23rd, 2000)

1 EXHIBIT 10.5 ONELIST, INC. 1998 STOCK PLAN (AMENDED AS OF DECEMBER 17, 1998) 1. Purposes of the Plan. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: (a) "Administrator" means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof. (b) "Ap

Egroups Inc – AGREEMENT AND PLAN OF REORGANIZATION (March 23rd, 2000)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG EGROUPS, INC., EG ACQUISITION CORPORATION AND ONELIST, INC. Dated as of November 9, 1999 2 TABLE OF CONTENTS PAGE ---- ARTICLE I THE MERGER .................................................................. 1 1.1 The Merger ................................................................ 1 1.

Egroups Inc – INVENTION ASSIGNMENT AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.15 EGROUPS, INC. PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my becoming employed (or my employment being continued) by or retained as a consultant (or my consulting relationship being continued eGroups, Inc., a Delaware corporation, with any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the "Company", and in consideration of my employment or consulting relationship with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following: 1. EMPLOYMENT OR CONSULTING RELATIONSHIP. I understand and acknowledge that this Agreement does not alter, amend or expand upon any rights I may have to continue in the employ of, or in a consulting relationship with, or the duration of my

Egroups Inc – SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (March 23rd, 2000)

1 EXHIBIT 4.2 EGROUPS, INC. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT This Second Amended and Restated Investors Rights Agreement (the "Agreement") is made as of the 14th day of December, 1999, by and among eGroups, Inc., a Delaware corporation (the "Company"), the investors listed on Exhibit A hereto, each of which is herein referred to as an "Investor," and Eric Archambeau, Mark Fletcher, Scott Hassan, Carl Page, Martin Roscheisen, and Scott Schamberger, each of whom is herein referred to as a "Founder." RECITALS WHEREAS, certain of the Investors (the "Existing Investors") hold the Company's Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock and possess certain registration rights, information rights and other rights pursuant to a First Amended and Restated Invest

Egroups Inc – SERIES B PREFERRED STOCK PURCHASE AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.19 EGROUPS, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Series B Preferred Stock Purchase Agreement (the "Agreement") is made as of the 17th day of December 1998, by and between eGroups, Inc. (formerly FindMail Communications, Inc.), a Delaware corporation (the "Company"), and the investors listed on Exhibit A attached hereto (each a "Purchaser" and together, if more than one, the "Purchasers"). The parties hereby agree as follows: 1. Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series B Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Second Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit B (the "Restated Certificate"). (b

Egroups Inc – CERTIFICATE OF INCORPORATION OF (March 23rd, 2000)

1 EXHIBIT 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EGROUPS, INC. The undersigned, Michael Klein and Margaret Nibbi, certify that: 1. They are the duly elected President and Secretary, respectively, of eGroups, Inc., a Delaware corporation. 2. The corporation was originally incorporated in Delaware, and the original certificate of incorporation (the "Original Certificate") was filed with the Secretary of State of Delaware on June 5, 1998. 3. Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law, this Amended and Restated Certificate of Incorporation amends and restates the provisions of the Original Certificate. 4. The Certificate of Incorporation of this corporation is hereby amended and restated to read in full as follows:

Egroups Inc – EMPLOYMENT AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.24 ONELIST, INC. EMPLOYMENT AGREEMENT This Agreement is entered into as of December 28, 1998, by and between ONElist, Inc., a California corporation (the "Company") and Mark Fletcher (the "Employee"). WHEREAS the parties hereto desire and agree to enter into an employment relationship by means of this Agreement; NOW THEREFORE in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed by and among the parties as follows: 1. Position and Duties. The Employee shall be employed as President and Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the "Board") and assuming and discharging such responsibilities as are commensurate with the Employee position. The employee shall perform his duties faithfully and to

Egroups Inc – PROMISSORY NOTE (March 23rd, 2000)

1 EXHIBIT 10.25 PROMISSORY NOTE $_________.00 San Francisco, California _____________, 2000 For value received, the undersigned promises to pay eGroups, Inc., a Delaware corporation (the "Company"), at its principal office the principal sum of $___________ (representing the total exercise price minus the par value of the total number of shares) with interest from the date hereof at a rate of ____% per annum, compounded annually, on the unpaid balance of such principal sum. Such principal and interest shall be due and payable on __________________. If the undersigned's employment or consulting relationship with the Company is terminated prior to payment in full of this Note, this Note shall be immediately due and payable. Principal and interest are pay

Egroups Inc – UNDERWRITING AGREEMENT (March 23rd, 2000)

1 EXHIBIT 1.1 ___________ Shares eGROUPS, INC. Common Stock UNDERWRITING AGREEMENT _______, 2000 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION CHASE SECURITIES INC. FLEETBOSTON ROBERTSON STEPHENS INC. As representatives of the several Underwriters named in Schedule I hereto c/o Donaldson, Lufkin & Jenrette Securities Corporation 277 Park Avenue New York, New York 10172 Dear Sirs: eGroups, Inc. a Delaware corporation (the "COMPANY"), proposes to issue and sell _______ shares of common stock (par value $.001 per share) (the "FIRM SHARES") to the several underwriters named in Schedule I hereto (the "UNDERWRITERS"). The Company also proposes to issue and sell to the several Underwriters not more t

Egroups Inc – SOFTWARE LICENSE AND SERVICES AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.30 SOFTWARE LICENSE AND SERVICES AGREEMENT This Software License and Services Agreement ("Agreement") is between E.piphany, Inc., a Delaware corporation ("E.piphany") and eGroups, Inc., a Delaware corporation ("Customer.") The terms of this Agreement shall apply to each Application license granted and to all services provided by E.piphany under this Agreement, which will be identified on one or more Order Forms. I. DEFINITIONS 1.1. "APPLICATION" means the software application(s) in object code form distributed by E.piphany for which Customer is granted a license pursuant to this Agreement, and Updates therefore. 1.2. "COMMENCEMENT DATE" means the date on which the Applications are delivered by E.piphany to Customer, or if no delivery is necessary, the Effective Date set forth on the relevant Order Form. 1.3 "DESIGNATED S

Egroups Inc – SUBORDINATED LOAN AND SECURITY AGREEMENT (March 23rd, 2000)

1 EXHIBIT 10.38 SUBORDINATED LOAN AND SECURITY AGREEMENT THIS SUBORDINATED LOAN AND SECURITY AGREEMENT (the "AGREEMENT"), dated as of October 8, 1999, is entered into by and between eGROUPS, INC., a Delaware corporation, with its chief executive office and principal place of business located at 350 Brannan Street, San Francisco, California, 94107 (the "BORROWER") and Comdisco, Inc., a Delaware corporation, with its principal place of business located at 6111 North River Road, Rosemont, Illinois 60018 (the "LENDER" or sometimes, "COMDISCO"). In consideration of the mutual agreements contained herein, the parties hereto agree as follows: RECITALS WHEREAS, Borrower has requested Lender to make available to Borrower a loan or loans up to an aggregate principal amount of SEVEN MILLION DOLLARS ($7,000,000.00); FOUR MILLION DOLLARS ($4,000,000.00) ava