EXHIBIT 99.2 GUARANTEE AND SECURITY AGREEMENTSecurity Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
Engage, Inc.Engage Inc • September 18th, 2002 • Services-business services, nec • Massachusetts
EXHIBIT A TO INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec
EXHIBIT 99.8 INDEMNIFICATION AGREEMENT This Agreement is made as of the 9th day of September 2002, by and between Engage, Inc., a Delaware corporation (the "Corporation), and David S. Wetherell ("Indemnitee"). WHEREAS, Corporation is a party to that...Indemnification Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Delaware
RECITALSInvestor Rights Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
R E C I T A L SEngage Inc • September 18th, 2002 • Services-business services, nec
EXHIBIT 99.1 THIS SECURITY IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) TO...Engage Inc • September 18th, 2002 • Services-business services, nec • Massachusetts
RECITALSTransition Services Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
EXHIBIT 2.1 TRANSACTION AGREEMENT DATED AS OF SEPTEMBER 9, 2002Transaction Agreement • September 18th, 2002 • Engage Inc • Services-business services, nec • Massachusetts
