EXHIBIT 2.2 ----------- STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 1997 • Metatools Inc • Services-prepackaged software • California
PREAMBLESecurities Purchase Agreement • March 27th, 2003 • Viewpoint Corp/Ny/ • Services-prepackaged software • New York
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of March 26, 2003 (the "Agreement") by and among Viewpoint Corporation, a Delaware corporation (the "Company"), and several Initial Purchasers (the "Initial...Registration Rights Agreement • March 27th, 2003 • Viewpoint Corp/Ny/ • Services-prepackaged software • New York
PREAMBLEStock Purchase Agreement • November 13th, 2003 • Viewpoint Corp • Services-prepackaged software • New York
1 EXHIBIT 10.15 [GRAPHIC OMITTED] SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT BORROWER: METACREATIONS CORPORATION (FORMERLY, METATOOLS, INC.) ADDRESS: 6303 CARPINTERIA AVENUE CARPINTERIA, CALIFORNIA 93013 DATED AS OF: MARCH 12, 1998 THIS AMENDMENT...Loan Agreement • March 31st, 1998 • Metacreations Corp • Services-prepackaged software
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT dated as of August 23, 2000 by and between METACREATIONS CORPORATIONStock Purchase Agreement • September 25th, 2000 • Metacreations Corp • Services-prepackaged software • New York
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 13th, 1997 • Metacreations Corp • Services-prepackaged software • California
Exhibit 10.7 PLEDGE AGREEMENT PLEDGE AGREEMENT (the "PLEDGE AGREEMENT"), dated as of December 31, 2002, by Viewpoint Corporation, a Delaware corporation, having its principal office at 498 Seventh Avenue, Suite 1810, New York, New York 10018 (the...Pledge Agreement • January 2nd, 2003 • Viewpoint Corp/Ny/ • Services-prepackaged software • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December 20, 2004, by and among Viewpoint Corporation, a Delaware corporation, with headquarters located at 498 Seventh Avenue, Suite 1810, New...Registration Rights Agreement • December 22nd, 2004 • Viewpoint Corp • Services-prepackaged software • New York
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of December 31, 2002, by and among Viewpoint Corporation, a Delaware corporation, with headquarters located at 498 Seventh Avenue, Suite 1810, New...Securities Purchase Agreement • January 2nd, 2003 • Viewpoint Corp/Ny/ • Services-prepackaged software • New York
EXHIBIT 2.7 [FORM OF AGREEMENT] FRACTAL DESIGN CORPORATION VOTING AGREEMENT This Voting Agreement ("AGREEMENT") is made and entered into as of February 11, 1997, between MetaTools, Inc., a Delaware corporation ("PARENT"), and the undersigned...Merger Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
1 EXHIBIT 10.40 METACREATIONS CORPORATION EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into effective as of August 24, 1998 (the "Effective Date"), by and between John P. Leddy (the "Executive") and...Employment Agreement • March 31st, 1999 • Metacreations Corp • Services-prepackaged software • California
AGREEMENT ---------Stock Option Agreement • February 27th, 1997 • Metatools Inc • Services-prepackaged software • California
RECITALSVoting Agreement • February 27th, 1997 • Metatools Inc • Services-prepackaged software • California
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of December 20, 2004, by and among Viewpoint Corporation, a Delaware corporation, with headquarters located at 498 Seventh Avenue, Suite 1810, New...Securities Purchase Agreement • December 22nd, 2004 • Viewpoint Corp • Services-prepackaged software • New York
EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated as of December 31, 1996 by and between MetaTools, Inc., a Delaware corporation (the "Company"), and Robert E. Rice ("Executive").Employment Agreement • January 15th, 1997 • Metatools Inc • Services-prepackaged software • Delaware
ANDRights Agreement • October 29th, 1999 • Metacreations Corp • Services-prepackaged software • Delaware
2 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first written.Rights Agreement • December 5th, 2000 • Viewpoint Corp/Ny/ • Services-prepackaged software
1 EXHIBIT 10.23 Stock Option Agreements for grant of stock options on August 5, 1996. 2 METATOOLS, INC.Restricted Stock Purchase Agreement • December 3rd, 1996 • Metatools Inc • Services-prepackaged software • California
BACKGROUND ----------Noncompetition Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
METATOOLS, INC.Investors' Rights Agreement • January 15th, 1997 • Metatools Inc • Services-prepackaged software • California
EXHIBIT 2.4 [FORM OF AGREEMENT] METATOOLS, INC. AFFILIATE AGREEMENT This METATOOLS, INC. AFFILIATE AGREEMENT ("AGREEMENT") is dated as of February 11, 1997, between MetaTools, Inc., a Delaware corporation ("METATOOLS"), Fractal Design Corporation, a...Form of Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENT --------------------Employment Agreement • January 15th, 1997 • Metatools Inc • Services-prepackaged software • Delaware
EXHIBIT 10.27 This AMENDED AND RESTATED LICENSING AND SERVICES AGREEMENT (this "Agreement") dated September 30, 1999 is by and among METASTREAM.COM CORPORATION ("MetaStream"), and COMPUTER ASSOCIATES INTERNATIONAL, INC. ("CA") and METACREATIONS...Amended And • March 30th, 2000 • Metacreations Corp • Services-prepackaged software • New York
ANDNon-Compete Agreement • March 16th, 2007 • Viewpoint Corp • Services-prepackaged software • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), dated as of December 29, 2004, is entered into between Viewpoint Corporation, a Delaware Corporation with its principal office at 498 Seventh Avenue, New York, N.Y. 10018...Employment Agreement • December 30th, 2004 • Viewpoint Corp • Services-prepackaged software • New York
1 Exhibit 10.36 STANDARD INDUSTRIAL/COMMERCIAL MULTI TENANT LEASE -- MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only, December 8,...Metacreations Corp • March 31st, 1998 • Services-prepackaged software
1 EXHIBIT 10.21 METACREATIONS CORPORATION INTERNATIONAL SOFTWARE DISTRIBUTION AGREEMENT This INTERNATIONAL SOFTWARE DISTRIBUTION AGREEMENT ("Agreement") is entered into as of the 1st day of August , 1997 ("Effective Date") by and between METACREATIONS...Software Distribution Agreement • March 31st, 1998 • Metacreations Corp • Services-prepackaged software • California
EXHIBIT 2.5 [FORM OF AGREEMENT] FRACTAL DESIGN CORPORATION AFFILIATE AGREEMENT This FRACTAL DESIGN CORPORATION AFFILIATE AGREEMENT ("AGREEMENT") is dated as of February 11, 1997, between MetaTools, Inc., a Delaware corporation ("METATOOLS"), Fractal...Metatools Inc • April 28th, 1997 • Services-prepackaged software • Delaware
EXHIBIT 2.6 [FORM OF AGREEMENT] METATOOLS, INC. VOTING AGREEMENT This Voting Agreement ("AGREEMENT") is made and entered into as of February 11, 1997, between Fractal Design Corporation, a California corporation (the "COMPANY"), and the undersigned...Voting Agreement • April 28th, 1997 • Metatools Inc • Services-prepackaged software • California
1 Exhibit 10.33 SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") is made and entered into effective as of October 31, 1997, by and between Fred Brown (the "Executive") and MetaCreations Corporation, a Delaware corporation (the...Severance Agreement • March 31st, 1998 • Metacreations Corp • Services-prepackaged software • California
Exhibit 10.3 REDEMPTION, AMENDMENT AND EXCHANGE AGREEMENT REDEMPTION, AMENDMENT AND EXCHANGE AGREEMENT (the "AGREEMENT"), dated as of March 25, 2003, by and between Viewpoint Corporation, a Delaware corporation, with headquarters located at 498...And Exchange Agreement • March 26th, 2003 • Viewpoint Corp/Ny/ • Services-prepackaged software • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of November 12, 2003 (the "Agreement") by and between Viewpoint Corporation, a Delaware corporation (the "Company"), and Federal Partners, L.P., a Delaware limited...Registration Rights Agreement • November 13th, 2003 • Viewpoint Corp • Services-prepackaged software • New York
1 Exhibit 10.34 STANDARD INDUSTRIAL/COMMERCIAL MULTI TENANT LEASE -- MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only, December 8,...Metacreations Corp • March 31st, 1998 • Services-prepackaged software
ANDShares Rights Agreement • July 28th, 1998 • Metacreations Corp • Services-prepackaged software • Delaware
