AGREEMENT AND PLAN OF MERGER between GHP ACQUISITION CORP. and IGN ENTERTAINMENT, INC. Dated as of May 2, 2003Agreement and Plan of Merger • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 2, 2003, between GHP Acquisition Corp., a Delaware corporation (“Buyer”), and IGN Entertainment, Inc., a Delaware corporation (“Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • California
This AGREEMENT (the “Agreement”) is entered into as of May 2, 2003 by and between GHP Acquisition Corp., a Delaware corporation with its headquarters located in Brisbane, California (the “Employer”), and Mark Jung (the “Executive”) and will become effective (the “Effective Date”) upon the Closing as defined in that certain Agreement and Plan of Merger dated as of the date hereof by and among the Employer and IGN Entertainment, Inc., a Delaware corporation (the “Merger Agreement”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
Restricted Stock Agreement under the GHP Acquisition Corp. 2003 Stock Option and Grant PlanStock Repurchase Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
Pursuant to the GHP Acquisition Corp. 2003 Stock Option and Grant Plan (the “Plan”), GHP Acquisition Corp., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $238 in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and simila
STANDARD OFFICE LEASEWork Letter Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • California
SECURITIES PURCHASE AGREEMENT By and Among IGN Entertainment, Inc., The Investors and The Management Stockholders as defined herein Dated as of March 3, 2004Securities Purchase Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
THIS SECURITIES PURCHASE AGREEMENT is made as of March 3, 2004, by and among IGN Entertainment, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto as an Investor (collectively, the “Investors,” and each individually, an “Investor”), and each of the persons listed on Schedule A hereto as a Management Stockholder (collectively, the “Management Stockholders,” and each individually, a “Management Stockholder”).
CREDIT AGREEMENT among IGN ENTERTAINMENT, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and US Bank National Association, as Administrative Agent and as Collateral AgentControl Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
CREDIT AGREEMENT, dated as of May 27 2005, among IGN Entertainment, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and US Bank National Association as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Ontario
THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the mutual agreements, covenants, representations, warranties and payments set forth or
AGREEMENT AND PLAN OF MERGER by and among IGN Entertainment, Inc., as Parent, IGN Entertainment Acquisition Corp., as Merger Subsidiary, IncFusion Corporation d.b.a. Rotten Tomatoes, as Company, The Principal Shareholders of the Company and Patrick...Agreement and Plan of Merger • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • California
AGREEMENT entered into as of June 24, 2004, by and among IGN Entertainment, Inc., a Delaware corporation (“Parent”), IGN Entertainment Acquisition Corp., a California corporation (“Merger Subsidiary”), IncFusion Corporation d.b.a. Rotten Tomatoes, a California corporation (the “Company”), Patrick Lee, Stephen Wang and Senh Duong (collectively, the “Principal Shareholders” and individually as a “Principal Shareholder”) and Patrick Lee, as the Shareholders’ Representative.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Among IGN Entertainment Inc., The Management Stockholders and The Investors as defined herein Dated as of March 3, 2004Registration Rights Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of this 3rd day of March, 2004, by and among IGN Entertainment, Inc., a Delaware corporation formerly known as GHP Acquisition Corp. (the “Company”), certain persons identified on the signature pages hereto as Investors (the “Investors,” and each individually, an “Investor”) and the persons identified on the signature pages hereto as Management Stockholders (collectively, the “Management Stockholders,” and each individually, a “Management Stockholder”). The Management Stockholders and the Investors are sometimes referred to herein collectively as the “Stockholders,” and each individually as a “Stockholder.”
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among IGN Entertainment, Inc., The Management Stockholders and The Investors as defined herein Dated as of March 3, 2004Stockholders Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of March 3, 2004, by and among IGN Entertainment, Inc., a Delaware corporation formerly known as GHP Acquisition Corp. (the “Company”), the individuals identified on Schedule A hereto as Management Stockholders (collectively, the “Management Stockholders,” and each individually, a “Management Stockholder”), the Persons identified on Schedule A hereto as the Investors (each, an “Investor” and collectively, the “Investors”) and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Management Stockholders and the Investors are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
SECURITIES PURCHASE AGREEMENT among IGN ENTERTAINMENT, INC., as Issuer, THE GUARANTORS DESIGNATED HEREIN, as Guarantors, and BANC OF AMERICA CAPITAL INVESTORS, L.P., and THE OTHER PURCHASERS DESIGNATED HEREIN, as PurchasersSecurities Purchase Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
THIS SECURITIES PURCHASE AGREEMENT is dated as of March 3, 2004, among IGN ENTERTAINMENT, INC., a Delaware corporation (the “Company”), GameSpy Industries, Inc., a California corporation (“GameSpy”), the other guarantors designated on the signature pages hereto (together with GameSpy, the “Guarantors”), BANC OF AMERICA CAPITAL INVESTORS, L.P., a Delaware limited partnership (“BACI”) and the other purchasers who are or may become a party hereto (together with BACI, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER dated as of December 3, 2003 by and among IGN ENTERTAINMENT, INC. IGN ACQUISITION CORP. GAMESPY INDUSTRIES, INC. and CERTAIN SHAREHOLDERS OF GAMESPY INDUSTRIES, INC.Agreement and Plan of Merger • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 3, 2003 by and among IGN Entertainment, Inc., a Delaware corporation (“Parent”), IGN Acquisition Corp., a California corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”), GameSpy Industries, Inc., a California corporation (the “Company”), the shareholders and optionholders of the Company whose names are set forth on Exhibit A attached hereto, including all holders of Company Shares and Company Options who execute a counterpart to this Agreement prior to Closing.
SECURITIES PURCHASE AGREEMENT By and Among GHP Acquisition Corp., The Investors and The Management Stockholders as defined herein Dated as of May 2, 2003Securities Purchase Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of , 2003, by and among GHP Acquisition Corp., a Delaware corporation (the “Company”), the individuals identified on Schedule A hereto as Management Stockholders (collectively, the “Management Stockholders,” and each individually, a “Management Stockholder”), the Persons identified on Schedule A hereto as the Investors (each, an “Investor” and collectively, the “Investors”) and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Management Stockholders and the Investors are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
and US Bank National Association, as Collateral Agent $22,500,000 Principal Amount of Senior Secured Notes due March 31, 2009 of IGN ENTERTAINMENT, INC. PURCHASE AGREEMENT Dated March 3, 2004Note Purchase Agreement • July 13th, 2005 • Ign Entertainment Inc • Services-computer processing & data preparation • New York
This Note Purchase Agreement (“Agreement”), dated as of March 3, 2004, is among IGN Entertainment, Inc., a Delaware corporation (the “Company”), the purchasers listed on the signature pages hereto (collectively, the “Purchasers”) and US Bank National Association, as collateral agent (the “Collateral Agent”).
