Dated: November 22, 1996 NAVIO COMMUNICATIONS, INC. NON-QUALIFIED OPTION TO PURCHASE COMMON STOCK 1. Issuance; Number of Shares; Purchase Price. Subject to the terms and conditions hereinafter set forth, < < Optionee > > (the "Purchaser"), is entitled...Liberate Technologies • May 19th, 1999
VOTING AGREEMENTVoting Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
SHARES LIBERATE TECHNOLOGIES COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 26th, 1999 • Liberate Technologies • Services-prepackaged software • New York
Exhibit 4.6 ----------- SECOND AMENDMENT TO RIGHTS AGREEMENT This SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") has been made and entered into as of April 15, 2005, by and between Liberate Technologies, a Delaware corporation (the...Rights Agreement • April 19th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
EXHIBIT 1.1 ____________ SHARES LIBERATE TECHNOLOGIES COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • January 21st, 2000 • Liberate Technologies • Services-prepackaged software • New York
SERIES E PREFERREDStock Purchase Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • California
EXHIBIT 2.7 ASSET PURCHASE AGREEMENT by and between SEACHANGE INTERNATIONAL, INC., LIBERATE TECHNOLOGIES,Asset Purchase Agreement • April 19th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
INDEMNIFICATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of ___________, ____ between Liberate Technologies, a Delaware corporation ("the Company"), and _____________________ ("Indemnitee"). WITNESSETH THAT: WHEREAS,...Indemnification Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
EXHIBIT 10.43 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 16th day of July 2000, by and between Liberate Technologies, a Delaware corporation (the "Company"), and Cisco Systems, Inc., a California corporation (the...Stock Purchase Agreement • July 28th, 2000 • Liberate Technologies • Services-prepackaged software • California
BETWEENSublease Agreement • May 19th, 1999 • Liberate Technologies • California
LIBERATE TECHNOLOGIES and EQUISERVE TRUST COMPANY, N.A., Rights Agent Rights Agreement Dated as of May 12, 2003Rights Agreement • May 14th, 2003 • Liberate Technologies • Services-prepackaged software • Delaware
Stock, the Board of Directors may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one share of Common Stock, or one one-thousandth (1/1000) of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).
LIBERATE TECHNOLOGIES STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software • California
WITNESSETH: ----------Voting Agreement • January 12th, 2001 • Liberate Technologies • Services-prepackaged software
Exhibit 10.9 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Settlement Agreement and Release of All Claims (hereinafter "Agreement") is made and entered into by and between: Wei Yen and his heirs, administrators, agents, representatives,...Settlement Agreement and Release • May 19th, 1999 • Liberate Technologies • California
RECITALSCooperation Agreement • July 26th, 1999 • Liberate Technologies • Services-prepackaged software • California
Exhibit 99.2 ------------ STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT, dated as of April 15, 2005 (this "Agreement"), by and among SeaChange International, Inc. ("Purchaser") and the stockholders of Liberate Technologies ("Seller")...Stockholder Voting Agreement • April 19th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
EXHIBIT 10.46 EMPLOYEE RETENTION AGREEMENT This Employee Retention Agreement (the "Agreement") is entered into between Liberate Technologies, Inc., 2 Circle Star Way, San Carlos, California ("Liberate") and David A. Limp ("you") as of January 9, 2001...Employee Retention Agreement • January 12th, 2001 • Liberate Technologies • Services-prepackaged software • California
AMENDMENT NO. 1 TO PLAN AND AGREEMENT OF REORGANIZATION This Amendment No. 1 (this "AMENDMENT") relates to the Plan and Agreement of Reorganization (the "AGREEMENT") dated March 27, 2000 among LIBERATE TECHNOLOGIES, a Delaware corporation (the...Plan and Agreement of Reorganization • July 7th, 2000 • Liberate Technologies • Services-prepackaged software
Exhibit 10.8 EMPLOYMENT AGREEMENT October 17, 1997 Dr. Wei Yen 10431 Plum Tree Lane Cupertino, CA 95014 Dear Dr. Yen: This letter confirms the terms of your employment with Network Computer, Inc. (the "Company") on and after the date hereof and...Employment Agreement • May 19th, 1999 • Liberate Technologies • California
OFFICE LEASE AGREEMENT BETWEEN EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“LANDLORD”) AND LIBERATE TECHNOLOGIES, a Delaware corporation (“TENANT”)Office Lease Agreement • April 14th, 2004 • Liberate Technologies • Services-prepackaged software • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 12th day of December, 2003, by and between EOP-PENINSULA OFFICE PARK, L.L.C., a Delaware limited liability company (“Landlord”) and LIBERATE TECHNOLOGIES, a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Parking Agreement), Exhibit H (Asbestos Notification) and Exhibit I (Form of Letter of Credit).
February 28, 2000 Mr. Coleman Sisson [CONFIDENTIAL DATA] HOUSING SUPPLEMENT AND LOAN ARRANGEMENT Dear Coleman: This letter confirms our agreement to make certain financial accommodations available to you in connection with your purchase of a new home...Liberate Technologies • April 13th, 2000 • Services-prepackaged software
RECITALSGuaranty of Lease • May 19th, 1999 • Liberate Technologies • California
RECITALSStockholders Agreement • May 19th, 1999 • Liberate Technologies • Delaware
ARTICLE I DEFINITIONSConvertible Promissory Note Purchase Agreement • July 19th, 1999 • Liberate Technologies • Services-prepackaged software • Delaware
NETWORK COMPUTER, INC. ADMISSION AGREEMENTAdmission Agreement • July 1st, 1999 • Liberate Technologies • Services-prepackaged software
EXHIBIT 10.24 MAINTENANCE SERVICES AGREEMENTMaintenance Services Agreement • May 19th, 1999 • Liberate Technologies • California
BY AND AMONGMerger Agreement And • February 2nd, 2000 • Liberate Technologies • Services-prepackaged software • Delaware
SUBLEASE AGREEMENT BETWEEN ORACLE CORPORATION ANDSublease Agreement • May 19th, 1999 • Liberate Technologies • California
SUBLEASESublease • April 13th, 2000 • Liberate Technologies • Services-prepackaged software
THIS STOCKHOLDER VOTING AGREEMENT CONSTITUTES AN IRREVOCABLE PROXY APPOINTMENT WITH RESPECT TO THE PRINCIPAL STOCKHOLDERS’ SHARES OF LIBERATE TECHNOLOGIES. STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • January 18th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
STOCKHOLDER VOTING AGREEMENT, dated as of January 14, 2005 (this “Agreement”), by and among Double C Technologies, LLC (“Purchaser”) and the stockholders of Liberate Technologies (“Seller”) identified as the signatories hereto (collectively, the “Principal Stockholders,” and each a “Principal Stockholder”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2001 • Liberate Technologies • Services-prepackaged software • Delaware
THIS AGREEMENT (the "Agreement") is made and entered into as of , 2001 between Liberate Technologies, a Delaware corporation ("the Company"), and ("Indemnitee").
STEELCASE FINANCIAL SERVICES INC. EXHIBIT 10.37 A STEELCASE COMPANY ------------------------------------------------------------------------------- MASTER LEASE AGREEMENT NUMBER 12809 THIS MASTER LEASE AGREEMENT is dated and effective as of AUGUST 2,...Master Lease Agreement • October 13th, 1999 • Liberate Technologies • Services-prepackaged software • Michigan
ASSET PURCHASE AGREEMENT by and between DOUBLE C TECHNOLOGIES, LLC, LIBERATE TECHNOLOGIES, and LIBERATE TECHNOLOGIES CANADA, LTD. Dated as of January 14, 2005Asset Purchase Agreement • January 18th, 2005 • Liberate Technologies • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 14, 2005, by and among DOUBLE C TECHNOLOGIES, LLC, a Delaware limited liability company (“Purchaser”), LIBERATE TECHNOLOGIES, a Delaware corporation (“Seller”), and LIBERATE TECHNOLOGIES CANADA, LTD., a corporation organized under the laws of Canada (the “Canadian Subsidiary”).
EXHIBIT 10.45 EMPLOYEE RETENTION AGREEMENT This Employee Retention Agreement (the "Agreement") is entered into between Liberate Technologies, Inc., 2 Circle Star Way, San Carlos, California ("Liberate") and Coleman Sisson ("you") as of January 8, 2001...Employee Retention Agreement • January 12th, 2001 • Liberate Technologies • Services-prepackaged software • California
EXHIBIT 10.10 SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Settlement Agreement and General Release of All Claims (hereinafter "Agreement") is made and entered into by and between: Jerry Baker and his heirs, administrators, agents,...Settlement Agreement and General Release • May 19th, 1999 • Liberate Technologies • California
