Maxworldwide Inc Sample Contracts

Maxworldwide Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 26th, 2003)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 1, 2003 between L90, Inc., a Delaware corporation doing business as MaxWorldwide, Inc. (the “Company”), and Mitchell Cannold (the “Employee”).

Maxworldwide Inc – GENERAL RELEASE (August 26th, 2003)

This General Release (“Agreement”) is made and entered into on August 1, 2003 by and between Mitchell Cannold (“Employee”) and L90, Inc. doing business as “MaxWorldwide” (the “Company”).

Maxworldwide Inc – STOCK PURCHASE WARRANT (May 9th, 2003)

Exhibit 4.12 The security represented by this certificate has not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred, sold or pledged without registration under the Act, unless otherwise exempt from such registration requirements. L90, INC. STOCK PURCHASE WARRANT ---------------------- Date of Issuance: July 24, 2000 Certificate No. W-WM2 FOR VALUE RECEIVED, L90, INC., a Delaware corporation (the "Company"), hereby grants to DAVID HOU or his registered assigns (the "Registered Holder") the right to purchase from the Company 48,501 shares of Common Stock, at a price per share of $1.9792 (as adjust

Maxworldwide Inc – LEASE TERMINATION AGREEMENT (May 9th, 2003)

Exhibit 10.31 LEASE TERMINATION AGREEMENT --------------------------- THIS LEASE TERMINATION AGREEMENT ("Termination Agreement") is made as of the 7th day of April, 2003 by and between CA-MARINA BUSINESS CENTER LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and L90, INC., a Delaware corporation ("Tenant"). RECITALS: A. Landlord (as successor in interest pursuant to conversion from EOP-MARINA BUSINESS CENTER, L.L.C., a Delaware limited liability company, as successor in interest pursuant to merger with Spieker Properties, L.P., a California limited partnership) and Tenant are parties to that certain lease dated as of October 25, 2000 (the "Lease") relating to approximately 23,729 rentable square feet, known as Suite

Maxworldwide Inc – EMPLOYMENT AGREEMENT (May 9th, 2003)

Exhibit 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of July 9, 2002 between L90, Inc., a Delaware corporation d/b/a MaxWorldwide (the "Company"), and William H. Mitchell (the "Employee"). R E C I T A L The Company desires to employ the Employee, and the Employee desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the Company and the Employee hereby agree as follows: 1. Employment. (a) Subject to the terms and conditions contained herein, the Company hereby agrees to employ the Employee, and the

Maxworldwide Inc – SEVERANCE AGREEMENT (May 9th, 2003)

Exhibit 10.15 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this "Agreement") is entered into as of May 21, 2002 between L90, Inc., a Delaware corporation (the "Company"), and Keith J. Kaplan (the "Employee"). R E C I T A L WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Board of Directors of the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Employee, to their assigned duties. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the Company and t

Maxworldwide Inc – EMPLOYMENT AGREEMENT (May 9th, 2003)

Exhibit 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of June 29, 2002 between L90, Inc., a Delaware corporation (the "Company"), and William H. Wise (the "Employee"). R E C I T A L The Company desires to employ the Employee, and the Employee desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement. The Company is party to that certain Agreement and Plan of Merger dated June 29, 2002 (the "Merger Agreement") by and among Company, DoubleClick Inc., and the other parties thereto, pursuant to which Company is acquiring (the "Acquisition") the media business of DoubleClick Inc. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in

Maxworldwide Inc – CONSULTING AGREEMENT (May 9th, 2003)

Exhibit 10.19 CONSULTING AGREEMENT AGREEMENT ("Agreement"), by and between L90, Inc., a Delaware corporation doing business as "MaxWorldwide" (the "Company"), and William Apfelbaum (the "Consultant") is effective as of October 1, 2002 (the "Effective Date"). WHEREAS, the Consultant has in recent times taken on a much expanded role in the affairs of the Company which goes substantially beyond that which would be expected of him as Chairman of the Company's Board of Directors; and WHEREAS, the Consultant in that regard, has through his own efforts undertaken, among other things, (i) the replacement of the Company's Chief Executive Officer, and (ii) has been instrumental in replacing other senior management of the Company; and WHEREAS, the Consultant will henceforth be devoting a significant proportion of his business time to the affairs of the Company, i

Maxworldwide Inc – REGISTRATION RIGHTS AGREEMENT (May 9th, 2003)

Exhibit 4.14 ================================================================================ REGISTRATION RIGHTS AGREEMENT by and between MAXWORLDWIDE, INC. and DOUBLECLICK INC. ------------------- Dated as of July 10, 2002 ================================================================================ TABLE OF CONTENTS 1. Certain Definitions......................................................1 2. Demand Registrations.....................................................2 (a) Right to Request Registration.......................................2 (b) Number of Demand Registrations......................................3

Maxworldwide Inc – STOCK PURCHASE WARRANT (May 9th, 2003)

Exhibit 4.11 The security represented by this certificate has not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred, sold or pledged without registration under the Act, unless otherwise exempt from such registration requirements. L90, INC. STOCK PURCHASE WARRANT ---------------------- Date of Issuance: July 24, 2000 Certificate No. W-WM 1 FOR VALUE RECEIVED, L90, INC., a Delaware corporation (the "Company"), hereby grants to JEFFREY D. WILE or his registered assigns (the "Registered Holder") the right to purchase from the Company 1,617 shares of Common Stock, at a price per share of $1.9792 (as adjusted from time to time in accordance herewith,

Maxworldwide Inc – STOCK PURCHASE WARRANT (May 9th, 2003)

Exhibit 4.13 The security represented by this certificate has not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be transferred, sold or pledged without registration under the Act, unless otherwise exempt from such registration requirements. L90, INC. STOCK PURCHASE WARRANT ---------------------- Date of Issuance: July 24, 2000 Certificate No. W-WM3 FOR VALUE RECEIVED, L90, INC., a Delaware corporation (the "Company"), hereby grants to PRIME VENTURES or its registered assigns (the "Registered Holder") the right to purchase from the Company 48,501 shares of Common Stock, at a price per share of $1.9792 (as adjusted

Maxworldwide Inc – SEVERANCE AGREEMENT (May 9th, 2003)

Exhibit 10.16 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this "Agreement") is entered into as of May 21, 2002 between L90, Inc., a Delaware corporation (the "Company"), and Peter Huie (the "Employee"). R E C I T A L WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel; and WHEREAS, the Board of Directors of the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Employee, to their assigned duties. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, the Company and the Em

Maxworldwide Inc – AGREEMENT AND PLAN OF MERGER (March 14th, 2003)

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG BULLDOG HOLDINGS, INC., MILLIE SUB ACQUISITION, LLC, THE EXCITE NETWORK, INC. MAXWORLDWIDE, INC., L90, INC., PICASSO MEDIA ACQUISITION, INC., AND MILLIE SUB, LLC Dated as of March 12, 2003 Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission. Redacted portions are indicated with the notation "*****". Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEME

Maxworldwide Inc – Press Release (February 20th, 2003)

Exhibit 99.1 Press Release Exhibit 99.1 Contact: Suzanne Gibbons-Neff Suzanne@maxworldwide.com 203-656-0833 Contact: Capri Dinovelli Capri.dinovelli@alc.com 609-580-2791 MAXWORLDWIDE SELLS ITS MAXDIRECT DIVISION TO AMERICAN LIST COUNSEL New York, NY- February 10, 2003 - MaxWorldwide, Inc., (MAXW.PK), the nation's leading independent company in online ad sales and representation and a leader in offline direct marketing, announced today that it has sold its direct marketing division, MaxDirect

Maxworldwide Inc – ASSET PURCHASE AGREEMENT (February 20th, 2003)

Exhibit 2.1 Asset Purchase Agreement Exhibit 2.1 Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission. Redacted portions are indicated with the notation "*****" ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of the 10th day of February, 2003, by and among L90, Inc., a Delaware corporation doing business as "MaxWorldwide" ("Seller"), American List Counsel, Inc., a New Jersey corporation ("Parent"), and Data Marketing New England, Inc., a New Jersey corporation ("Purchaser"). R E C I T A L S --------------- A. Pursuant to an Asset Purchase Agreement dated May 14, 2002 by and among Seller, H

Maxworldwide Inc – INDEMNIFICATION AGREEMENT (July 11th, 2002)

EXHIBIT 10.4 INDEMNIFICATION AGREEMENT THIS AGREEMENT, made and entered into as of this __th day of July, 2002 ("Agreement"), by and between MaxWorldwide, Inc., a Delaware corporation (the "Corporation," which term shall include any one or more of its subsidiaries where appropriate), and _________________ ("Indemnitee"): WHEREAS, highly competent persons are becoming more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance and/or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, such corporations; and WHEREAS, the Board of Directors of the Corporation (the "Board") has determined that the difficulty in attracting and retaining such persons is detrimental to the best inte

Maxworldwide Inc – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION (July 11th, 2002)

EXHIBIT 3.1(i) CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MAX WORLDWIDE, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is Max Worldwide, Inc. 2. The certificate of incorporation of the corporation is hereby amended by striking out Article I thereof and by substituting in lieu of said Article the following new Article: "I. The name of the Corporation is MaxWorldwide, Inc." 3. The amendment of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware. Signed on June 28, 2002 /s/ Peter M. Huie

Maxworldwide Inc – STOCKHOLDERS AGREEMENT (July 11th, 2002)

EXHIBIT 10.2 MAXWORLDWIDE, INC. STOCKHOLDERS AGREEMENT ---------------------- STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of July 10, 2002, by and among the stockholders of MaxWorldwide, Inc., a Delaware corporation (the "Company"), identified on the signature pages hereto (collectively, the "Stockholders"). WHEREAS, as part of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 29, 2002 (the "Merger Agreement"), by and among the Company, DoubleClick Inc., a Delaware corporation ("DoubleClick"), and certain other parties, the Company is issuing to DoubleClick the Securities (as such term is defined in the Merger Agreement); WHEREAS, the Stockholders desire to enter into this Agreement for the purpose of governing certain aspects of the Stockholders' relationsh

Maxworldwide Inc – REGISTRATION RIGHTS AGREEMENT (July 11th, 2002)

EXHIBIT 10.1 ================================================================================ REGISTRATION RIGHTS AGREEMENT by and between MAXWORLDWIDE, INC. and DOUBLECLICK INC. ------------------- Dated as of July 10, 2002 ================================================================================ TABLE OF CONTENTS 1. Certain Definitions....................................................1 2. Demand Registrations...................................................2 (a) Right to Request Registration...................................2 (b) Number of Demand Registrations..................................3