EXHIBIT 10.27 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Agreement is entered into as of April 26, 2004, by and between JEFFREY TITTERTON (the "Employee") and PLANETOUT PARTNERS, INC., a Delaware corporation (the "Company"). 1) DUTIES AND SCOPE OF...Employment Agreement • April 29th, 2004 • Planetout Inc • California
SECURITY AGREEMENT BY AND BETWEEN PETER ANDREW ALLARD ON THE ONE HAND AND PLANETOUT INC. ANDSecurity Agreement • June 10th, 2004 • Planetout Inc • Services-business services, nec
EXHIBIT 10.30 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE REOFFERED, SOLD,...Planetout Inc • June 10th, 2004 • Services-business services, nec • California
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2004 • Planetout Inc • Services-business services, nec • New York
RECITALSIndemnity Agreement • April 29th, 2004 • Planetout Inc • Delaware
RECITALSSublease Agreement • April 29th, 2004 • Planetout Inc
EXHIBIT 10.28 SECURITIES PURCHASE AGREEMENT 11% Senior Subordinated NotesSecurities Purchase Agreement • June 10th, 2004 • Planetout Inc • Services-business services, nec • California
EXHIBIT 10.26 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This agreement is entered into as of April 26, 2004, by and between Jeffrey T. Soukup (the "Employee") and PlanetOut Partners, Inc., a Delaware corporation (the "Company"). 1. Duties and Scope of...Employment Agreement • April 29th, 2004 • Planetout Inc • California
EXHIBIT 10.12 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Planetout Inc • April 29th, 2004 • California
MAY ___, 2004Investors' Rights Agreement • June 10th, 2004 • Planetout Inc • Services-business services, nec • Delaware
PLANETOUT INC.Planetout Inc • July 15th, 2004 • Services-business services, nec • California
EXHIBIT 10.24 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Agreement is entered into as of April 26, 2004, by and between LOWELL R. SELVIN (the "Employee") and PLANETOUT PARTNERS, INC., a Delaware corporation (the "Company"). 1. DUTIES AND SCOPE OF...Employment Agreement • April 29th, 2004 • Planetout Inc • California
PLANETOUTPlanetout Inc • April 29th, 2004 • California
RecitalsAgreement • April 29th, 2004 • Planetout Inc • California
PLANETOUT INC. and WELLS FARGO BANK, N.A. as Rights Agent RIGHTS AGREEMENT Dated as of January 4, 2007Rights Agreement • January 8th, 2007 • Planetout Inc • Services-business services, nec • Delaware
This Rights Agreement (“Agreement”), dated as of January 4, 2007, between PlanetOut Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (“Rights Agent”).
EXHIBIT 10.21 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN...Planetout Inc • April 29th, 2004 • California
Regent Studios L.L.C. Contract # 2010 International Multiple Rights Deal Memo Contract Date 01-July-07 Basic License and Financial Terms (“Deal Memo”) This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the...Deal Memo Agreement • March 31st, 2009 • Planetout Inc • Services-business services, nec
Licensor shall receive the following flat amount in US Dollars: $1,040,000.00. No other amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture licensed herein.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 1st, 2009 • Planetout Inc • Services-business services, nec • Delaware
This First Amendment to Agreement and Plan of Merger (this “Amendment”) is dated as of April 27, 2009, by and among PlanetOut Inc., a Delaware corporation (“Company”), Here Media Inc., a Delaware corporation (“Parent”), HMI Merger Sub, a Delaware corporation that is a wholly-owned subsidiary of Parent (“Merger Sub”), the HMI Owners and the HMI Entities signatory hereto.
PLANETOUT INC. and Wells Fargo Bank, National Association, Trustee INDENTURE Dated as of ________, 2006 Senior SecuritiesIndenture • April 25th, 2006 • Planetout Inc • Services-business services, nec
THIS INDENTURE, dated as of ___, 2006 between PLANETOUT INC., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association (the “Trustee”).
PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2007 • Planetout Inc • Services-business services, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 29th day of June, 2007 by and among PlanetOut Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
REGENT STUDIOS L.L.C.Planetout Inc • March 31st, 2009 • Services-business services, nec • California
This agreement (“Agreement”) is entered into as of March 1, 2008 and will acknowledge and confirm the terms pursuant to which REGENT STUDIOS L.L.C. (“Licensor”) has agreed to license to HERE NETWORKS L.L.C. (“HERE”) six (6) one-half hour episodes (consisting of Episodes 101 - 106) of the series entitled THE BEN AND DAVE SHOW (the “Programs”) for exhibition on HERE’s program services.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 3rd, 2007 • Planetout Inc • Services-business services, nec • Delaware
This Amendment to Rights Agreement, dated as of June 28, 2007 (the “Amendment”), is by and between PlanetOut, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (the “Rights Agent”), amending certain provisions of the Rights Agreement, dated as of January 4, 2007 (the “Agreement”), by and between the Company and the Rights Agent. Terms not otherwise defined herein which are defined in the Agreement shall have the same respective meanings herein as therein.
Employment AgreementEmployment Agreement • March 6th, 2006 • Planetout Inc • Services-business services, nec • California
This Agreement is entered into as of Tuesday, February 28th, 2006 by and between DANIEL J. MILLER (the “Employee”) and PLANETOUT INC., (the “Company”), a Delaware corporation.
AMENDMENT No. 1 TO LIMITED WAIVER TO LOAN AND SECURITY AGREEMENT AND CONSENTLoan and Security Agreement and Consent • August 3rd, 2007 • Planetout Inc • Services-business services, nec • California
This Amendment No. 1 to Limited Waiver to Loan and Security Agreement and Consent (this “Amendment”) is entered into this 29th day of June, 2007, by and among PlanetOut Inc., a Delaware corporation (“PlanetOut”), PlanetOut USA Inc. , a Delaware corporation (“PlanetOut USA”), LPI Media Inc., a Delaware corporation (“LPI”), SpecPub, Inc., a Delaware corporation (“SpecPub”), RSVP Productions, Inc., a Delaware corporation (“RSVP”), (PlanetOut, PlanetOut USA, LPI, SpecPub, and RSVP are collectively referred to herein as the “Borrowers” and individually as a “Borrower”), and ORIX Venture Finance LLC (“Lender”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 3rd, 2007 • Planetout Inc • Services-business services, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of July, 2007 by and among PlanetOut Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
Employment AgreementEmployment Agreement • February 20th, 2007 • Planetout Inc • Services-business services, nec • California
This Agreement is entered into as of February 14, 2007 by and between William Bain (the “Employee”) and PlanetOut Inc., a Delaware corporation (the “Company”).
Certain confidential information contained in this document, marked by asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. BUSINESS...Business Purchase and Sale Agreement • December 19th, 2007 • Planetout Inc • Services-business services, nec • California
This BUSINESS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into effective as of October 10, 2007 (the “Effective Date”) between and among RSVP PRODUCTIONS, INC., a Delaware corporation qualified to do business in the State of California and the State of Minnesota (“RSVP”) and PLANETOUT INC., a Delaware corporation, qualified to do business in the State of California (“PlanetOut”) (collectively referred to herein as “Seller”), on the one hand, and ATLANTIS EVENTS, INC. a California corporation (“Atlantis”) and RSVP Vacations, LLC, a California limited liability company and wholly-owned subsidiary of Atlantis (“Sub”) (collectively referred to herein as “Buyer”), on the other hand. Buyer and Seller are sometimes collectively referred to herein as the “Parties.”
PLANETOUT INC.2004 Equity Incentive Plan Restricted Stock Award Agreement • December 23rd, 2005 • Planetout Inc • Services-business services, nec • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the day of , (the “Date of Grant”), is entered into by and between PlanetOut Inc. (the “Company”) and (the “Participant”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 20th, 2007 • Planetout Inc • Services-business services, nec • California
This Amendment No. 2 to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of February, 2007 but effective as of December 30, 2006 subject to the terms of Section 5 hereof, by and among PlanetOut Inc., a Delaware corporation (“PlanetOut”), PlanetOut USA Inc. , a Delaware corporation (“PlanetOut USA”), LPI Media Inc., a Delaware corporation (“LPI”), SpecPub, Inc., a Delaware corporation (“SpecPub”), RSVP Productions, Inc., a Delaware corporation (“RSVP”), (PlanetOut, PlanetOut USA, LPI, SpecPub, and RSVP are collectively referred to herein as the “Borrowers” and individually as a “Borrower”), and ORIX Venture Finance LLC (“Lender”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
ContractPlanetout Inc • October 3rd, 2006 • Services-business services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Employment AgreementEmployment Agreement • July 7th, 2005 • Planetout Inc • Services-business services, nec • California
This Agreement is entered into as of Thursday, June 30, 2005 by and between Peter Kretzman (the “Employee”) and PlanetOut Inc., a Delaware corporation (the “Company”).
EXHIBIT 99.2 PLANETOUT INC. 2004 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (NONSTATUTORY STOCK OPTIONS, NON-EMPLOYEE DIRECTORS) Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, PlanetOut Inc. (the...2004 Equity Incentive Plan Stock Option Agreement • May 23rd, 2005 • Planetout Inc • Services-business services, nec
ASSET PURCHASE AGREEMENT by and among: LPI Media Inc., SpecPub, Inc. and Triangle Marketing Services, Inc. each, a Delaware corporation; PlanetOut Inc. a Delaware corporation; and Vulcan Acquisition Corp. and SpecPub Acquisition Corp., each, a...Asset Purchase Agreement • November 14th, 2005 • Planetout Inc • Services-business services, nec • California
This Asset Purchase Agreement is entered into as of November 8, 2005, by and among: LPI Media Inc. (“LPI”) and SpecPub, Inc. (“SP”), each a Delaware corporation; Triangle Marketing Services, Inc. (“TMS”), a Delaware corporation and wholly owned subsidiary of LPI (collectively with LPI and SP, the “Seller Group” and each a “Seller Group Entity”); PlanetOut Inc. (“Parent”), a Delaware corporation; and Vulcan Acquisition Corp. (“LPI Acquisition Sub”) and SpecPub Acquisition Corp. (“SP Acquisition Sub”), each, a Delaware corporation and a wholly owned subsidiary of Parent (collectively with Parent, the “Buyer Group” and each a “Buyer Group Entity”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • March 4th, 2009 • Planetout Inc • Services-business services, nec • Delaware
This Amendment No. 2 to Rights Agreement, dated as of January 8, 2009 (the “Amendment”), is by and between PlanetOut, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (the “Rights Agent”), amending certain provisions of the Rights Agreement, as amended, dated as of January 4, 2007 (the “Agreement”), by and between the Company and the Rights Agent. Terms not otherwise defined herein which are defined in the Agreement shall have the same respective meanings herein as therein.
PUT/CALL AGREEMENT by and among: REGENT ENTERTAINMENT MEDIA INC., a Delaware corporation, and REGENT RELEASING, L.L.C., a Texas limited liability company (for purposes of Sections 2.3(a), 2.4(b)(v) and 11.15 only); and PlanetOut Inc., LPI Media Inc.,...Put/Call Agreement • August 13th, 2008 • Planetout Inc • Services-business services, nec • California
This Put/Call Agreement is entered into as of August 12, 2008 (this “Agreement”) by and among REGENT ENTERTAINMENT MEDIA INC., a Delaware corporation (the “Buyer”), LPI Media Inc., a Delaware corporation (“LPI”), SpecPub, Inc., a Delaware corporation (“SPI”), and PlanetOut Inc., a Delaware corporation (“PlanetOut” and, collectively with LPI and SPI, the “Sellers”) and, for purposes of Sections 2.3(a), 2.4(b)(v) and 11.15 only, REGENT RELEASING, L.L.C., a Texas limited liability company (“Regent”).
