WARRANT TO PURCHASE SHARES OF PREFERRED STOCK Expires: May 8, 2019Reply! Inc • February 22nd, 2010 • California
THIS CERTIFIES THAT, for value received, POINT FINANCIAL, INC., an Arizona Corporation, is entitled to subscribe for and purchase the number of shares determined as set forth below (as adjusted pursuant to the provisions hereof, the “Shares”) of the Series A Preferred Stock of REPLY! INC. (the “Company”), at a price per share determined as set forth below (as adjusted pursuant to the provisions hereof, the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean the Company’s Series B Preferred Stock, and any stock into or for which such Series B Preferred Stock may hereafter be converted or exchanged, and the term “Grant Date” shall mean May 8, 2009. The Exercise Price shall at all times be equal to the Conversion Price, as defined in the Company’s Amended and Restated Articles of Incorporation (the “Articles”), per share for the Series B Preferred Stock of the Company which is, as of th
WARRANT TO PURCHASE STOCKReply! Inc • February 22nd, 2010 • California
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Venture Finance LLC (“Holder”) is entitled to purchase the number of fully paid and non-assessable shares of the Class of Stock (the “Shares”) of Reply! Inc. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and Holder dated as of August 30, 2005 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
REPLY! INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 22nd, 2010 • Reply! Inc • California
This Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of March 19, 2007, by and among Reply! Inc., a California corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, the holders of the Company’s Series B Preferred Stock each of whom shall be listed on Exhibit A hereto, which shall be amended at each Closing (as defined in the Purchase Agreement (as defined below)) (together the “Investors”) and certain holders of the Company’s common stock listed on Exhibit B hereto (the “Common Holders”).
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • February 22nd, 2010 • Reply! Inc • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT is made as of the «X_day_of_month_200X» (the “Effective Date”) by and between Reply! Inc., a California corporation (the “Company”), and «Name» (“Purchaser”).
ContractStock Option Agreement • February 22nd, 2010 • Reply! Inc • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
SECURED GUARANTYSecured Guaranty • February 22nd, 2010 • Reply! Inc
This Secured Guaranty Agreement (“Guaranty”) dated as of September 12, 2007, is executed by REAL ESTATE ON THE WEB DBA CONNECTING NEIGHBORS, LLC, a Delaware limited liability company (“CN” or “Guarantor”) and wholly owned subsidiary of Reply! Inc, in favor of ATEL VENTURES, INC. (“Secured Party”), at the request of REPLY! INC., a California corporation, (“Debtor”).
ContractReply! Inc • February 22nd, 2010 • California
THIS WARRANT AND THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
REPLY! INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • February 22nd, 2010 • Reply! Inc • California
This Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made as of March 19, 2007, by and among Reply! Inc., a California corporation (the “Company”), Payam Zamani, Behnam Behrouzi and John Truchard (collectively, the “Founders” and singularly a “Founder”), the holders of common stock listed on the Schedule of Non-Founders, attached hereto as Exhibit A (the “Schedule of Non-Founders”) (the “Non- Founders” and together with the Founders, the “Common Stock Holders”) and the purchasers listed on the Schedule of Investors (collectively, the “Investors” and singularly an “Investor”), attached hereto as Exhibit B, (the “Schedule of Investors”).
EXECUTION ORIGINAL BISHOP RANCH BUSINESS PARK BUILDING LEASESecond Lease • February 22nd, 2010 • Reply! Inc • California
This Lease is made and entered into this 25 day of July, 2006, by and between SDC 7, a California partnership, (hereinafter “Landlord”) and Reply! Inc., a California corporation (hereinafter “Tenant”). For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises herein described for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth.
FIRST AMENDMENT TO MASTER SECURITY AGREEMENT NO. REPLX DATED SEPTEMBER 12, 2007 BETWEEN REPLY! INC. AND ATEL VENTURES, INC. AND FIRST AMENDMENT TO PROMISSORY NOTE NO, 1 TO MASTER SECURITY AGREEMENT NO, REPLX DATED SEPTEMBER 12 2007 BETWEEN REPLY! INC....Master Security Agreement • February 22nd, 2010 • Reply! Inc • California
THIS FIRST AMENDMENT, dated as of January 20, 2009 (this “Amendment”), by and between ATEL VENTURES, INC. (together with its successors and assigns, if any), a California corporation, with its principal place of business at 600 California Street, 6th Floor, San Francisco, California 94108 (“Secured Party”) and REPLY! INC., a California corporation, with its principal place of business at 12267 Alcosta Blvd. Suite 200, San Ramon, CA 94583 (“Debtor”) amends the above-referenced agreements.
WARRANT TO PURCHASE PREFERRED STOCKReply! Inc • February 22nd, 2010 • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including the execution and delivery of that certain Amendment No. 1 dated as of January 20, 2009 to Master Security Agreement and Promissory Note No. 1 dated as of September 12, 2007 (the “Amended Loan”), this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliated funds identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants dated as of February 1, 2006 and deemed effective as of July 20, 2004, (“Holder”) by REPLY!, INC, a California corporation (the “Company”).
WARRANT TO PURCHASE PREFERRED STOCK Issuer: REPLY!, INC., a California corporation Number of Shares: 60,989 Shares (or as otherwise determined in Section 1 below) Class of Stock: Series B Preferred Stock, $0.0 par value Exercise Price: $3.2793 per...Reply! Inc • February 22nd, 2010 • California
THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, including the execution and delivery of that certain Master Security Agreement dated as of September 12, 2007 (the “Loan”), this Warrant is issued to ATEL VENTURES, INC., in its capacity as Trustee for its assignee affiliated funds identified in that certain Amendment and Restatement of Inter-Company Trust Agreement for Warrants dated as of February 1, 2006 and deemed effective as of July 20, 2004, (“Holder”) by REPLY!, INC, a California corporation (the “Company”).
MASTER SECURITY AGREEMENT No. REPLX Dated as of September 12, 2007Master Security Agreement • February 22nd, 2010 • Reply! Inc • California
THIS AGREEMENT (this “Agreement”) is between ATEL VENTURES, INC. (together with its successors and assigns, if any, “Secured Party”) and REPLY! INC. (“Debtor”). Secured Party has an office at 600 California Street, San Francisco, CA 94108. Secured Party is a California Finance Lender with California Finance Lender’s License No. 605-2302. FOR INFORMATION, CONTACT THE DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA. Debtor is a corporation organized and existing under the laws of the state of California. Debtor’s mailing address and principal place of business is 12667 Alcosta Blvd. Suite 200, San Ramon, CA 94583.
REPLY! INC. AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • February 22nd, 2010 • Reply! Inc • California
This Amended and Restated Voting Agreement (the “Agreement”) is made as of March 19, 2007, by and among Reply! Inc., a California corporation (the “Company”), the undersigned holders of the Company’s Preferred Stock (each a “Preferred Holder” and collectively, the “Preferred Holders”) and the undersigned holders of the Company’s Common Stock (each a “Common Holder” and, collectively, the “Common Holders”) listed on Exhibit A attached hereto.
