ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Closing 1 1.3 Actions at the Closing 2 1.4 Additional Action 2 1.5 Conversion of Shares 2 1.6 Dissenting Shares 3 1.7 Exchange of Shares 4 1.8 Fractional Shares 4 1.9 Options and Warrants 5 1.10 Escrow 6...Agreement and Plan of Merger • April 30th, 1999 • Spyglass Inc • Services-prepackaged software • Delaware
EXHIBIT 10.27 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. OPERATING AGREEMENT This Agreement is entered into as of October 19, 1998 (the "Effective Date") among Spyglass,...Operating Agreement • December 22nd, 1998 • Spyglass Inc • Services-prepackaged software • Delaware
EXHIBIT 10.11 SPYGLASS, INC. Senior Management Retention Agreement Daryl Dahlberg Naperville Corporate Center 1240 East Diehl Road Naperville, IL 60563 Dear Daryl: Spyglass, Inc. (the "Company") recognizes that, as is the case with many publicly-held...Spyglass Inc • August 16th, 1999 • Services-prepackaged software
1 EXHIBIT 10.31 FIRST AMENDMENT TO OFFICE LEASE THIS FIRST AMENDMENT TO OFFICE LEASE (this "First Amendment") is made this 24th day of August, 1999 by and between PW/MS OP SUB I, LLC ("Landlord") and SPYGLASS, INC., a Delaware corporation ("Tenant")....Office Lease • December 22nd, 1999 • Spyglass Inc • Services-prepackaged software
BY AND AMONG OPENTV CORP.,Agreement and Plan of Merger • March 29th, 2000 • Spyglass Inc • Services-prepackaged software • Delaware
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDMENT I This Amendment and attachments hereto (the "Amendment"), effective as of September 30, 1998, is entered into upon...Spyglass Inc • December 22nd, 1998 • Services-prepackaged software • California
SPYGLASS, INC.Spyglass Inc • December 22nd, 1997 • Services-prepackaged software • Delaware
SPYGLASS, INC.Spyglass Inc • December 24th, 1996 • Services-prepackaged software • Delaware
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2000 • Spyglass Inc • Services-prepackaged software • New York
2.5 Minimum Payment Overage. Any amount in excess of the Minimum Payment for the first or second year of the Term shall be ***. 2.6 Personnel Rate Schedule Adjustments. The Personnel Rate Schedule shall increase at a rate of *** per year, effective...Development and License Agreement • May 13th, 1999 • Spyglass Inc • Services-prepackaged software
EXHIBIT 10.25 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Agreement is entered into as of October 19, 1998 (the...Common Stock and Warrant Purchase Agreement • December 22nd, 1998 • Spyglass Inc • Services-prepackaged software • Delaware
SPYGLASS, INC.Spyglass Inc • December 22nd, 1999 • Services-prepackaged software • Delaware
RECITALSNon-Disclosure Agreement • December 22nd, 1998 • Spyglass Inc • Services-prepackaged software • Delaware
EXHIBIT 10.10 SPYGLASS, INC. Senior Management Retention Agreement Naperville Corporate Center 1240 East Diehl Road Naperville, IL 60563 Dear Christian Nall: Spyglass, Inc. (the "Company") recognizes that, as is the case with many publicly-held...Management Retention Agreement • May 13th, 1999 • Spyglass Inc • Services-prepackaged software
1 EXHIBIT 10.10 SPYGLASS, INC. EMPLOYMENT AND CONFIDENTIALITY AGREEMENT In consideration of employment by Spyglass, Inc. (the "Company") of the undersigned employee ("Employee"), it is understood and agreed as follows: 1. EMPLOYMENT. The Company...Employment and Confidentiality Agreement • December 22nd, 1999 • Spyglass Inc • Services-prepackaged software • Illinois
AMENDMENT #2 to TECHNOLOGY COOPERATION AGREEMENT, INCLUDING AMENDMENT OF OEM/SOURCE LICENSE AGREEMENTLicense Agreement • February 14th, 1997 • Spyglass Inc • Services-prepackaged software • Illinois
SPYGLASS, INC.Spyglass Inc • December 24th, 1996 • Services-prepackaged software • Delaware
AMENDMENT #1 to TECHNOLOGY COOPERATION AGREEMENT, INCLUDING AMENDMENT OF OEM/SOURCE LICENSE AGREEMENT between Spyglass, Inc. and Microsoft CorporationTechnology Cooperation Agreement • December 24th, 1996 • Spyglass Inc • Services-prepackaged software
SPYGLASS, INC.Spyglass Inc • December 24th, 1996 • Services-prepackaged software • Delaware
SPYGLASS, INC.Spyglass Inc • December 24th, 1996 • Services-prepackaged software • Delaware
SPYGLASS, INC.Management Retention Agreement • December 24th, 1996 • Spyglass Inc • Services-prepackaged software • Delaware
AMENDMENTSpyglass Inc • December 22nd, 1999 • Services-prepackaged software
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Spyglass, Inc. (Source Code) LICENSE AND DISTRIBUTION AGREEMENT Spyglass, Inc. has appointed the entity named below as the...Professional Services Agreement • August 13th, 1998 • Spyglass Inc • Services-prepackaged software • Illinois
AMENDMENT #1Spyglass Inc • December 22nd, 1999 • Services-prepackaged software
SPYGLASS, INC.Spyglass Inc • December 24th, 1996 • Services-prepackaged software
