{"id":43649,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-bill-gross-idealab-and-howard-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-bill-gross-idealab-and-howard-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-bill-gross-idealab-and-howard-l.html","title":{"rendered":"Stock Purchase Agreement &#8211; Bill Gross&#8217; idealab! and Howard L. Morgan"},"content":{"rendered":"<pre>                            STOCK PURCHASE AGREEMENT\n\n          This Stock Purchase Agreement ('AGREEMENT') is made as of December 23,\n1999 between Bill Gross' idealab!, a California corporation ('BUYER'), and\nHoward L. Morgan, an individual residing in Pennsylvania ('SELLER').\n\n                                    RECITALS\n\n          A. Seller desires to sell, and Buyer desires to purchase, 66,666\nshares (together with all contractual rights of Seller in such shares, the\n'SHARES') of common stock, $.0001 par value per share, of GoTo.com, Inc., a\nDelaware corporation (the 'COMPANY'), for the consideration and on the terms set\nforth in this Agreement.\n\n          B. Immediately following such purchase of the Shares, Buyer intends to\nsell, and Seller intends to purchase, 25,000 shares of Series D Preferred Stock,\nno par value, of Buyer ('SERIES D PREFERRED STOCK') for $100 per share.\n\n                                    AGREEMENT\n\n          The parties, intending to be legally bound, agree as follows:\n\n1.   SALE OF SHARES; CLOSING\n\n     1.1  SALE OF SHARES\n\n          Subject to the terms and conditions of this Agreement, at the Closing,\nSeller will sell and transfer the Shares to Buyer, and Buyer will purchase the\nShares from Seller, in exchange for Buyer paying to Seller $5,333,280 (the\n'PURCHASE CONSIDERATION').\n\n     1.2  CLOSING\n\n          The purchase and sale provided for in this Agreement will take place\n(the 'CLOSING') at the offices of Latham &amp; Watkins, at 633 West Fifth Street,\nLos Angeles, California, 90071, at 7:00 a.m. (local time) on the date that is\ntwo business days following the termination of the applicable waiting period\nunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or any successor\nlaw, and regulations and rules issued pursuant to that Act or any successor law\n(the 'HSR ACT'), or at such other time and place as the parties may agree (the\n'CLOSING DATE'). Subject to the provisions of Section 7, failure to consummate\nthe purchase and sale provided for in this Agreement on the date and time and at\nthe place determined pursuant to this Section 1.2 will not result in the\ntermination of this Agreement and will not relieve any party of any obligation\nunder this Agreement.\n\n     1.3  CLOSING OBLIGATIONS\n\n          At the Closing:\n\n          (a) Seller will deliver to Buyer:\n\n\n                                       1\n\n\n\n               (i) the certificates representing the Shares owned by Seller,\n          duly endorsed (or accompanied by duly executed stock powers) for\n          transfer to Buyer; and\n\n               (ii) a certificate executed by Seller representing and warranting\n          to Buyer that each of Seller's representations and warranties in this\n          Agreement was accurate in all respects as of the date of this\n          Agreement and is accurate in all respects as of the Closing Date as if\n          made on the Closing Date.\n\n          (b) Buyer will deliver to Seller:\n\n               (i) $2,833,280 in cash by wire transfer of immediately available\n          funds in accordance with Seller's written wiring instructions; and\n\n               (ii) a certificate executed by Buyer to the effect that, except\n          as otherwise stated in such certificate, each of Buyer's\n          representations and warranties in this Agreement was accurate in all\n          respects as of the date of this Agreement and is accurate in all\n          respects as of the Closing Date as if made on the Closing Date.\n\n          (c) In lieu of Buyer delivering the remaining $2,500,000 of the\n     Purchase Consideration to Seller, and Seller receiving such consideration,\n     the remaining $2,500,000 of the Purchase Consideration will be applied to\n     Seller's purchase of 25,000 shares of Series D Preferred Stock for $100 per\n     share pursuant to (i) a Series D Preferred Stock Purchase Agreement, dated\n     as of the Closing Date (the 'SERIES D PURCHASE AGREEMENT') and (ii) an\n     Amended and Restated Investor Rights Agreement, dated as of the Closing\n     Date (the 'INVESTOR RIGHTS AGREEMENT,' and together with the Series D\n     Purchase Agreement, the 'INVESTMENT AGREEMENTS'), which the parties will\n     enter into on the Closing Date substantially in the forms attached hereto\n     as EXHIBITS A AND B, respectively.\n\n2.   REPRESENTATIONS AND WARRANTIES OF SELLER\n\n          Seller represents and warrants to Buyer as follows:\n\n     2.1  AUTHORITY\n\n          Seller has all requisite legal power and authority to execute and\ndeliver this Agreement and to perform his obligations under this Agreement.\n\n2.2      AUTHORIZATION\n\n          Neither the execution, delivery or performance of this Agreement by\nSeller nor the consummation or performance of any or all of the transactions\ncontemplated by this Agreement, including, without limitation, the sale of the\nShares by Seller to Buyer, the performance by Buyer and Seller of their\nrespective covenants and obligations under this Agreement (including entering\ninto the Investment Agreements), and Buyer's acquisition and ownership of the\nShares (the 'CONTEMPLATED TRANSACTIONS'), by Seller will give any individual,\n\n\n                                       2\n\n\n\ncorporation (including any non-profit corporation), general or limited\npartnership, limited liability company, joint venture, estate, trust,\nassociation, organization, labor union, or other entity or governmental body\n('PERSON') the right to prevent, delay, or otherwise interfere with any of the\nContemplated Transactions pursuant to: (i) any federal, state, local, municipal,\nforeign, international, multinational, or other administrative order,\nconstitution, law, ordinance, principle of common law, regulation, statute or\ntreaty (except for compliance with the HSR Act) ('LEGAL REQUIREMENT') or any\naward, decision, injunction, judgment, order, ruling, subpoena, or verdict\nentered, issued, made, or rendered by any court, administrative agency, or other\ngovernmental body or by any arbitrator ('ORDER') to which Seller may be subject;\nor (ii) any contract to which Seller is a party or by which Seller may be bound.\nSeller is not and will not be required to obtain any consent from any Person in\nconnection with the execution, delivery and performance of this Agreement.\n\n     2.3  COMPLIANCE WITH OTHER INSTRUMENTS\n\n          The execution, delivery and performance of and compliance with this\nAgreement will not result in the creation of, any mortgage, pledge, lien,\nencumbrance or charge upon the Shares.\n\n     2.4  OWNERSHIP\n\n          Seller is and will be on the Closing Date the record and beneficial\nowner and holder of his Shares, free and clear of all charges, claims, community\nproperty interests, conditions, equitable interests, liens, options, pledges,\nsecurity interests, rights of first refusal, or restrictions of any kind,\nincluding any restriction on use, voting, transfer, receipt of income, or\nexercise of any other attribute of ownership ('ENCUMBRANCES'). No legend or\nother reference to any purported Encumbrance appears upon any certificate\nrepresenting the Shares. There are no contracts relating to the issuance, sale,\nor transfer of the Shares.\n\n     2.5  BROKERS OR FINDERS\n\n          Seller has not incurred, and will not incur, directly or indirectly,\nas a result of any action taken by Seller, any obligation or liability,\ncontingent or otherwise, for brokerage or finders' fees or agents' commissions\nor any other similar payments in connection with this Agreement.\n\n3.   REPRESENTATIONS AND WARRANTIES OF BUYER\n\n          Buyer represents and warrants to Seller as follows:\n\n     3.1  ORGANIZATION AND GOOD STANDING\n\n          Buyer is a corporation duly organized, validly existing, and in good\nstanding under the laws of the State of California. Buyer has requisite\ncorporate power and authority to own and operate its properties and assets, and\nto carry on its business as presently conducted and as proposed to be conducted.\nBuyer is duly qualified to transact business and is in good standing in each\njurisdiction in which the failure so to qualify would have a material adverse\neffect on its business, assets, financial condition, results of operations or\nproperties.\n\n\n                                       3\n\n\n\n     3.2  CORPORATE POWER\n\n          Buyer has all requisite legal and corporate power and authority to\nexecute and deliver this Agreement and to carry out and perform its obligations\nunder this Agreement.\n\n     3.3  CAPITALIZATION\n\n          The authorized capital stock of Buyer consists of 110,000,000 shares\nof common stock, no par value (the 'COMMON STOCK'), and 38,000,000 shares of\nPreferred Stock, no par value, of which 3,450,000 shares are designated 'SERIES\nA PREFERRED STOCK,' 6,002,000 shares are designated 'SERIES B PREFERRED STOCK,'\n6,000,000 shares are designated 'SERIES C PREFERRED STOCK,' and 13,000,000 are\ndesignated 'SERIES D PREFERRED STOCK.' Immediately prior to entering into this\nAgreement, there shall be outstanding 53,833,021 shares of Common Stock,\n3,450,000 shares of Series A Preferred Stock, 5,717,135 shares of Series B\nPreferred Stock, 6,000,000 shares of Series C Preferred Stock, and approximately\n5,057,020 shares of Series D Preferred Stock (which number of shares of Series D\nPreferred Stock may increase or decrease by 300,000). All of the outstanding\nshares of capital stock are duly authorized, validly issued, fully paid and\nnonassessable, and were issued in compliance with applicable federal and state\nsecurities laws. Buyer has reserved a sufficient number of shares of Series D\nPreferred Stock for issuance hereunder, 3,450,000 shares of Common Stock for\nissuance upon conversion of the Series A Preferred Stock, 6,002,000 shares of\nCommon Stock for issuance upon conversion of the Series B Preferred Stock,\n6,000,000 shares of Common Stock for issuance upon conversion of the Series C\nPreferred Stock, 13,000,000 shares of Common Stock for issuance upon conversion\nof the Series D Preferred Stock, 15,000,000 shares of Common Stock for issuance\nunder Buyer's 1996 Stock Plan, 17,500,000 shares of Common Stock for issuance\nunder Buyer's 1999 Executive Stock Plan, and 9,000,000 shares of Common Stock\nfor issuance under Buyer's 1999 Employee Stock Plan. Of the 15,000,000 shares of\nCommon Stock Buyer has reserved for issuance under Buyer's 1996 Stock Plan,\noptions to purchase 1,526,736 shares are outstanding and 534,835 shares remain\navailable for future grants. Of the 17,500,000 shares of Common Stock Buyer has\nreserved for issuance under Buyer's 1999 Executive Stock Plan, options to\npurchase 16,005,000 shares are outstanding and 1,495,000 shares remain available\nfor future grants. Of the 9,000,000 shares of Common Stock Buyer has reserved\nfor issuance under Buyer's 1999 Employee Stock Plan, options to purchase\n1,951,165 shares are outstanding and 6,145,335 shares remain available for\nfuture grants. Except for (i) conversion privileges of the Series A Preferred\nStock, Series B Preferred Stock, Series C Preferred Stock, and Series D\nPreferred Stock and (ii) outstanding options (or options reserved for future\ngrant) to purchase shares of Common Stock granted to employees or consultants\npursuant to Buyer's stock plans or arrangements, there are no outstanding\noptions, warrants, rights (including conversion or preemptive rights) or\nagreements for the purchase or acquisition from Buyer of any shares of its\ncapital stock.\n\n     3.4  AUTHORIZATION\n\n          All corporate action on the part of Buyer, its officers, directors and\nshareholders necessary for the authorization, execution, delivery and\nperformance of the Agreement by Buyer, the authorization, sale, issuance and\ndelivery of the Purchase Consideration and the performance of Buyer's\nobligations under the Agreement has been taken. This Agreement, when executed\n\n\n                                       4\n\n\nand delivered by Buyer, shall constitute a valid and binding obligation of\nBuyer, enforceable in accordance with its terms.\n\n     3.5  COMPLIANCE WITH OTHER INSTRUMENTS\n\n          Buyer is not in violation or default of any term of its articles of\nincorporation, as amended, or bylaws, as amended, or any term or provision of\nany material mortgage, indebtedness, indenture, contract, agreement, instrument,\njudgment, order or decree, and to its knowledge is not in violation of any\nstatute, rule or regulation applicable to Buyer where such violation would have\na material adverse effect on its business, assets, financial condition, results\nof operations or properties. The execution, delivery and performance of and\ncompliance with this Agreement will not result in any violation of, or conflict\nwith, or constitute, with or without the passage of time and the giving of\nnotice, a default under, Buyer's articles of incorporation, as amended, or\nbylaws, as amended, or any of its agreements nor result in the creation of, any\nmortgage, pledge, lien, encumbrance or charge upon any of the properties or\nassets of Buyer; and there is no such violation or default which materially and\nadversely affects the business of Buyer or any of its properties or assets.\n\n     3.6  BROKERS OR FINDERS\n\n          Buyer has not incurred, and will not incur, directly or indirectly, as\na result of any action taken by Buyer, any obligation or liability, contingent\nor otherwise, for brokerage or finders' fees or agents' commissions or any other\nsimilar payments in connection with this Agreement.\n\n     3.7  FIRPTA\n\n          Buyer is not, and has not been at any time during the five year period\nending on the date of this Agreement, a United States real property holding\ncorporation within the meaning of Section 897(c)(2) of the Internal Revenue Code\nof 1986, as amended.\n\n4.   COVENANTS OF BUYER AND SELLER PRIOR TO CLOSING DATE\n\n     4.1  FILING FOR HSR APPROVAL\n\n          As promptly as practicable after the date of this Agreement, Buyer\nwill make all filings, and thereafter make any other required submissions, with\nrespect to this Agreement, required to be made by Buyer under the HSR Act and\nany related governmental request thereunder. Seller shall cooperate with Buyer\nin the preparation of such filing and furnish to Buyer any information about\nSeller required for Buyer to complete such filings.\n\n     4.2  NO NEGOTIATION\n\n          Until such time, if any, as this Agreement is terminated pursuant to\nSection 7, Seller will not, and will prevent any employee, agent, consultant,\nadvisor, or other representative of Seller, including legal counsel,\naccountants, and financial advisors ('REPRESENTATIVES'), directly or indirectly,\nfrom soliciting, initiating, or encouraging any inquiries or proposals from,\n\n\n                                       5\n\n\n\ndiscussing or negotiating with, providing any non-public information to, or\nconsidering the merits of any unsolicited inquiries or proposals from, any\nindividual, corporation (including any non-profit corporation), general or\nlimited partnership, limited liability company, joint venture, estate, trust,\nassociation, organization, labor union, or other entity or governmental body\n('PERSON') (other than Buyer) relating to any transaction involving the sale of\nthe business or assets of the Company, or any of the capital stock of the\nCompany, or any merger, consolidation, business combination, or similar\ntransaction involving the Company.\n\n     4.3  FURTHER ASSURANCES\n\n          (a) Subject to the terms and conditions herein, each of the parties\n     hereto agrees to use its or his reasonable best efforts to take, or cause\n     to be taken, all appropriate action, and to do, or cause to be done, all\n     things necessary, proper or advisable under applicable laws and regulations\n     to consummate and make effective the transactions contemplated by this\n     Agreement.\n\n          (b) In case at any time after the Closing any further action is\n     necessary or desirable to carry out the purposes of this Agreement, the\n     proper officers and\/or directors of Buyer and Seller shall take all such\n     necessary action.\n\n5.   CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE\n\n          Buyer's obligation to purchase the Shares and to take the other\nactions required to be taken by Buyer at the Closing is subject to the\nsatisfaction, at or prior to the Closing, of each of the following conditions\n(any of which may be waived by Buyer, in whole or in part):\n\n     5.1  SELLER'S PERFORMANCE\n\n          (a) All of the covenants and obligations that Seller is required to\n     perform or to comply with pursuant to this Agreement at or prior to the\n     Closing (considered collectively), and each of these covenants and\n     obligations (considered individually), must have been duly performed and\n     complied with in all material respects.\n\n          (b) Each document required to be delivered pursuant to Section 1.3\n     must have been delivered, and each of the other covenants and obligations\n     in Section 4 must have been performed and complied with in all material\n     respects.\n\n     5.2  NO INJUNCTION\n\n          There must not be in effect any Legal Requirement or any injunction or\nother Order that (a) prohibits the sale of the Shares by Seller to Buyer, and\n(b) has been adopted or issued, or has otherwise become effective, since the\ndate of this Agreement.\n\n     5.3  NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS\n\n          There must not have been made or threatened by any Person any claim\nasserting that such Person (a) is the holder or the beneficial owner of, or has\nthe right to acquire or to \n\n\n                                       6\n\n\nobtain beneficial ownership of, the Shares or (b) is entitled to all or any\nportion of the Purchase Consideration payable to Seller for the Shares.\n\n     5.4  NO PROHIBITION\n\n          Neither the consummation nor the performance of any or all of the\nContemplated Transactions will, directly or indirectly (with or without notice\nor lapse of time), materially contravene, or conflict with, or result in a\nmaterial violation of, or cause Buyer or any Person affiliated with Buyer to\nsuffer any material adverse consequence under, (a) any applicable Legal\nRequirement or Order, or (b) any Legal Requirement or Order that has been\npublished, introduced, or otherwise formally proposed by or before any\ngovernmental body.\n\n     5.5  HSR ACT\n\n          Any applicable waiting period under the HSR Act relating to the\ntransactions contemplated by this Agreement shall have expired or been\nterminated.\n\n6.   CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE\n\n          Seller's obligation to sell the Shares and to take the other actions\nrequired to be taken by Seller at the Closing is subject to the satisfaction, at\nor prior to the Closing, of each of the following conditions (any of which may\nbe waived by Seller, in whole or in part):\n\n     6.1  BUYER'S PERFORMANCE\n\n          (a) All of the covenants and obligations that Buyer is required to\n     perform or to comply with pursuant to this Agreement at or prior to the\n     Closing (considered collectively), and each of these covenants and\n     obligations (considered individually), must have been performed and\n     complied with in all material respects.\n\n          (b) Buyer must have delivered each of the documents required to be\n     delivered by Buyer pursuant to Section 1.3 and must have transferred the\n     Purchase Consideration pursuant to Sections 1.3(b)(i) and 1.3(b)(ii).\n\n     6.2  NO INJUNCTION\n\n          There must not be in effect any Legal Requirement or any injunction or\nother Order that (a) prohibits the sale of the Shares by Seller to Buyer, and\n(b) has been adopted or issued, or has otherwise become effective, since the\ndate of this Agreement.\n\n     6.3  HSR ACT\n\n          Any applicable waiting period under the HSR Act relating to the\ntransactions contemplated by this Agreement shall have expired or been\nterminated.\n\n\n                                       7\n\n\n\n7.   TERMINATION\n\n     7.1  TERMINATION EVENTS\n\n          This Agreement may, by notice given prior to or at the Closing, be\nterminated:\n\n          (a) by either Buyer or Seller if a material breach of any provision of\n     this Agreement has been committed by the other party and such breach has\n     not been waived;\n\n          (b) by Buyer if any of the conditions in Section 5 has not been\n     satisfied as of the Closing Date or if satisfaction of such a condition is\n     or becomes impossible (other than through the failure of Buyer to comply\n     with its obligations under this Agreement) and Buyer has not waived such\n     condition on or before the Closing Date; or (ii) by Seller, if any of the\n     conditions in Section 6 has not been satisfied as of the Closing Date or if\n     satisfaction of such a condition is or becomes impossible (other than\n     through the failure of Seller to comply with their obligations under this\n     Agreement) and Seller have not waived such condition on or before the\n     Closing Date;\n\n          (c) by mutual consent of Buyer and Seller; or\n\n          (d) by either Buyer or Seller if the Closing has not occurred (other\n     than through the failure of any party seeking to terminate this Agreement\n     to comply fully with its or his obligations under this Agreement) on or\n     before February 28, 2000, or such later date as the parties may agree upon.\n\n     7.2  EFFECT OF TERMINATION\n\n          Each party's right of termination under Section 7.1 is in addition to\nany other rights it or he may have under this Agreement or otherwise, and the\nexercise of a right of termination will not be an election of remedies. If this\nAgreement is terminated pursuant to Section 7.1, all further obligations of the\nparties under this Agreement will terminate, except that the obligations in\nSection 8.1 will survive; PROVIDED, HOWEVER, that if this Agreement is\nterminated by a party because of the breach of the Agreement by the other party\nor because one or more of the conditions to the terminating party's obligations\nunder this Agreement is not satisfied as a result of the other party's failure\nto comply with its or his obligations under this Agreement, the terminating\nparty's right to pursue all legal remedies will survive such termination\nunimpaired.\n\n8.   GENERAL PROVISIONS\n\n     8.1  EXPENSES\n\n          Except as otherwise expressly provided in this Agreement, each party\nto this Agreement will bear its or his respective expenses incurred in\nconnection with the preparation, execution, and performance of this Agreement\nand the Contemplated Transactions, including all fees and expenses of agents,\nrepresentatives, counsel, and accountants. In the event of termination of this\nAgreement, the obligation of each party to pay its or his own expenses will be\nsubject to any rights of such party arising from a breach of this Agreement by\nanother party.\n\n\n                                       8\n\n\n     8.2  PUBLIC ANNOUNCEMENTS\n\n          Any public announcement or similar publicity with respect to this\nAgreement or the Contemplated Transactions will be issued, if at all, at such\ntime and in such manner as Buyer determines. Unless consented to by Buyer in\nadvance or required by law, prior to the Closing, Seller shall keep this\nAgreement strictly confidential and may not make any disclosure of this\nAgreement to any Person.\n\n     8.3  NOTICES\n\n          All notices, consents, waivers, and other communications under this\nAgreement must be in writing and will be deemed to have been duly given when (a)\ndelivered by hand (with written confirmation of receipt), (b) sent by telecopier\n(with written confirmation of receipt), provided that a copy is mailed by\nregistered mail, return receipt requested, or (c) when received by the\naddressee, if sent by a nationally recognized overnight delivery service\n(receipt requested), in each case to the appropriate addresses and telecopier\nnumbers set forth below (or to such other addresses and telecopier numbers as a\nparty may designate by notice to the other parties):\n\n                                      Seller:\n\n                                        Howard L. Morgan\n                                        746 Mt. Moro Road\n                                        Villanova, Pennsylvania 19085\n                                        Facsimile No.: (413) 556-1781\n\n                                      Buyer:\n\n                                        Bill Gross' idealab!\n                                        130 West Union Street\n                                        Pasadena, California  91103\n                                        Attention:  General Counsel\n                                        Facsimile No.: (626) 535-2703\n\n                                      with a copy to:\n\n                                        Latham &amp; Watkins\n                                        633 West Fifth Street, Suite 4000\n                                        Los Angeles, California 90071\n                                        Attention: David M. Hernand, Esq.\n                                        Facsimile No.: (213) 891-8763\n\n     8.4  JURISDICTION; SERVICE OF PROCESS\n\n          Any action or proceeding seeking to enforce any provision of, or based\non any right arising out of, this Agreement may be brought against any of the\nparties in the courts of the State of California, and each of the parties\nconsents to the jurisdiction of such courts (and of the \n\n\n                                       9\n\n\nappropriate appellate courts) in any such action or proceeding and waives any\nobjection to venue laid therein. Process in any action or proceeding referred to\nin the preceding sentence may be served on any party anywhere in the world.\n\n     8.5  WAIVER\n\n          The rights and remedies of the parties to this Agreement are\ncumulative and not alternative. Neither the failure nor any delay by any party\nin exercising any right, power, or privilege under this Agreement or the\ndocuments referred to in this Agreement will operate as a waiver of such right,\npower, or privilege, and no single or partial exercise of any such right, power,\nor privilege will preclude any other or further exercise of such right, power,\nor privilege or the exercise of any other right, power, or privilege. To the\nmaximum extent permitted by applicable law, (a) no claim or right arising out of\nthis Agreement or the documents referred to in this Agreement can be discharged\nby one party, in whole or in part, by a waiver or renunciation of the claim or\nright unless in writing signed by the other party; (b) no waiver that may be\ngiven by a party will be applicable except in the specific instance for which it\nis given; and (c) no notice to or demand on one party will be deemed to be a\nwaiver of any obligation of such party or of the right of the party giving such\nnotice or demand to take further action without notice or demand as provided in\nthis Agreement or the documents referred to in this Agreement.\n\n     8.6  ENTIRE AGREEMENT AND MODIFICATION\n\n          This Agreement supersedes all prior agreements between the parties\nwith respect to its subject matter and constitutes (along with the documents\nreferred to in this Agreement) a complete and exclusive statement of the terms\nof the agreement between the parties with respect to its subject matter. This\nAgreement may not be amended except by a written agreement executed by the party\nto be charged with the amendment.\n\n     8.7  ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS\n\n          No party may assign any of its or his rights under this Agreement\nwithout the prior consent of the other parties, which will not be unreasonably\nwithheld, except that Buyer may assign any of its rights under this Agreement to\nany subsidiary of Buyer. Subject to the preceding sentence, this Agreement will\napply to, be binding in all respects upon, and inure to the benefit of the\nsuccessors and permitted assigns of the parties. Nothing expressed or referred\nto in this Agreement will be construed to give any Person other than the parties\nto this Agreement any legal or equitable right, remedy, or claim under or with\nrespect to this Agreement or any provision of this Agreement. This Agreement and\nall of its provisions and conditions are for the sole and exclusive benefit of\nthe parties to this Agreement and their successors and assigns.\n\n     8.8  SEVERABILITY\n\n          If any provision of this Agreement is held invalid or unenforceable by\nany court of competent jurisdiction, the other provisions of this Agreement will\nremain in full force and effect. Any provision of this Agreement held invalid or\nunenforceable only in part or degree will remain in full force and effect to the\nextent not held invalid or unenforceable.\n\n\n                                       10\n\n\n     8.9  SECTION HEADINGS, CONSTRUCTION\n\n          The headings of Sections in this Agreement are provided for\nconvenience only and will not affect its construction or interpretation. All\nreferences to 'Section' or 'Sections' refer to the corresponding Section or\nSections of this Agreement. All words used in this Agreement will be construed\nto be of such gender or number as the circumstances require. Unless otherwise\nexpressly provided, the word 'including' does not limit the preceding words or\nterms.\n\n     8.10 GOVERNING LAW\n\n          This Agreement will be governed by the laws of the State of California\nwithout regard to conflicts of laws principles.\n\n     8.11 COUNTERPARTS\n\n          This Agreement may be executed in one or more counterparts, each of\nwhich will be deemed to be an original copy of this Agreement and all of which,\nwhen taken together, will be deemed to constitute one and the same agreement.\n\n\n\n                            [Signature Page Follows]\n\n\n\n\n\n\n\n\n\n\n                                       11\n\n\n\n          IN WITNESS WHEREOF, the parties have executed and delivered this\nAgreement as of the date first written above.\n\n                                      Buyer:  BILL GROSS' IDEALAB!\n\n                                      By:  \/s\/ Bill Gross\n                                         --------------------------------\n                                         Name:  Bill Gross\n                                         Title: Chairman of the Board and\n                                                President\n\n                                      Seller:  HOWARD L. MORGAN\n\n                                      \/s\/ Howard L. Morgan\n                                      -----------------------------------\n\n\n\n\n\n\n\n                                       S-1\n\n\n\n\n                                CONSENT OF SPOUSE\n\n          I, Eleanor Morgan, spouse of Howard L. Morgan, have read and approve\n             ---------------\nthe foregoing Agreement. In consideration of granting of the right to my spouse\nto receive the Purchase Consideration as set forth in the Agreement, I hereby\nappoint my spouse as my attorney-in-fact in respect to the exercise of any\nrights under the Agreement and agree to be bound by the provisions of the\nAgreement insofar as I may have any rights in said Agreement or any shares\nissued pursuant thereto under the community property laws of the State of\nCalifornia or similar laws relating to marital property in effect in the state\nof our residence as of the date of the signing of the foregoing Agreement.\n\n\nDated:  December 23, 1999\n\n\n                                                       \/s\/ Eleanor Morgan\n                                                  -----------------------------\n                                                      (Signature of Spouse)\n\n\n\n\n\n\n\n                                    EXHIBIT A\n\n                              BILL GROSS' IDEALAB!\n\n                   SERIES D PREFERRED STOCK PURCHASE AGREEMENT\n\n\n\n                             [intentionally omitted]\n\n\n\n\n\n\n                                    EXHIBIT B\n\n                              BILL GROSS' IDEALAB!\n\n                            INVESTOR RIGHTS AGREEMENT\n\n\n\n                             [intentionally omitted]\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7665],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43649","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gotocom-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43649","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43649"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43649"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43649"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43649"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}