{"id":43652,"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-moore-global.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-bill-gross-idealab-and-moore-global","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-bill-gross-idealab-and-moore-global.html","title":{"rendered":"Stock Purchase Agreement &#8211; Bill Gross&#8217; idealab! and Moore Global Investments Ltd."},"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 Moore\nGlobal Investments, Ltd., a limited company organized under the laws of the\nBahamas ('MOORE'), Multi-Strategies Fund Ltd., a limited company organized under\nthe laws of the Bahamas ('MULTI-STRATEGIES CO.'), Remington Investments\nStrategies, L.P., a Delaware limited partnership ('REMINGTON'), and\nMulti-Strategies Fund L.P., a Delaware limited partnership ('MULTI-STRATEGIES\nL.P.'). Each of Moore, Remington, Multi-Strategies Co. and Multi-Strategies L.P.\nis 'SELLER,' and Moore, Remington, Multi-Strategies Co. and Multi-Strategies\nL.P. are, collectively, 'SELLERS.'\n\n                                    RECITALS\n\n          A. Sellers desire to sell, and Buyer desires to purchase, 2,100,000\nshares (together with all contractual rights of Sellers 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 Sellers intend to purchase, 1,743,000 shares of Series D Preferred\nStock, no 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,\nSellers will sell and transfer the Shares to Buyer, and Buyer will purchase the\nShares from Sellers, in exchange for Buyer paying to Sellers $174,300,000 (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\n                                       1\n\n\n     1.3  CLOSING OBLIGATIONS\n\n          At the Closing:\n\n          (a) Each Seller will deliver to Buyer:\n\n               (i) the certificates representing the Shares owned by such\n          Seller, duly endorsed (or accompanied by duly executed stock powers)\n          for transfer to Buyer; and\n\n               (ii) a certificate executed by Seller representing and warranting\n          to Buyer that each of such Seller's representations and warranties in\n          this 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 each Seller a certificate executed by Buyer\n     to the effect that, except as otherwise stated in such certificate, each of\n     Buyer's representations and warranties in this Agreement was accurate in\n     all 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 Purchase Consideration to Sellers,\n     and Sellers receiving such consideration, the Purchase Consideration will\n     be applied to Sellers' purchase of 1,743,000 shares of Series D Preferred\n     Stock for $100 per share pursuant to (i) a Series D Preferred Stock\n     Purchase Agreement, dated as of the Closing Date (the 'SERIES D PURCHASE\n     AGREEMENT') and (ii) an Amended and Restated Investor Rights Agreement,\n     dated as of the Closing Date (the 'INVESTOR RIGHTS AGREEMENT,' and together\n     with the Series D Purchase Agreement, the 'INVESTMENT AGREEMENTS'), which\n     the parties will enter into on the Closing Date substantially in the forms\n     attached hereto as EXHIBITS A AND B, respectively.\n\n2.   REPRESENTATIONS AND WARRANTIES OF SELLERS\n\n          Each Seller represents and warrants to Buyer for itself only as\nfollows:\n\n     2.1  ORGANIZATION AND GOOD STANDING\n\n          Moore is a limited company duly organized, validly existing, and in\ngood standing under the laws of the Bahamas. Multi-Strategies Co. is a limited\ncompany duly organized, validly existing, and in good standing under the laws of\nthe Bahamas. Remington is a limited partnership duly organized, validly existing\nand in good standing under the laws of the state of Delaware. Multi-Strategies\nL.P. is a limited partnership duly organized, validly existing and in good\nstanding under the laws of the state of Delaware. Each of Moore and\nMulti-Strategies Co. has requisite corporate power and authority, and each of\nRemington and Multi-Strategies L.P. has requisite partnership power and\nauthority, to carry on its respective businesses as presently conducted and as\nproposed to be conducted. Each Seller is duly qualified to transact business and\nis in good standing in each jurisdiction in which the failure so to qualify\nwould \n\n\n                                       2\n\n\nhave a material adverse effect on its business, assets, financial condition,\nresults of operations or properties.\n\n     2.2  CORPORATE POWER; PARTNERSHIP POWER\n\n          Each of Moore and Multi-Strategies Co. has all requisite legal and\ncorporate power and authority, and each of Remington and Multi-Strategies L.P.\nhas all requisite legal and partnership power and authority, to execute and\ndeliver this Agreement and to perform its respective obligations under this\nAgreement.\n\n     2.3  AUTHORIZATION\n\n          All corporate action on the part of each of Moore and Multi-Strategies\nCo., their respective officers, directors and shareholders, and all partnership\naction on the part of each of Remington and Multi-Strategies L.P, their\nrespective partners and officers, necessary for the authorization, execution,\ndelivery and performance of this Agreement by each Seller and the performance of\neach Seller's obligations under this Agreement has been taken. Neither the\nexecution, delivery or performance of this Agreement by Sellers nor the\nconsummation or performance of any or all of the transactions contemplated by\nthis Agreement, including, without limitation, the sale of the Shares by Sellers\nto Buyer, the performance by Buyer and Sellers of their respective covenants and\nobligations under this Agreement (including entering into the Investment\nAgreements), and Buyer's acquisition and ownership of the Shares (the\n'CONTEMPLATED TRANSACTIONS'), by Sellers will give any individual, corporation\n(including any non-profit corporation), general or limited partnership, limited\nliability company, joint venture, estate, trust, association, organization,\nlabor union, or other entity or governmental body ('PERSON') the right to\nprevent, delay, or otherwise interfere with any of the Contemplated Transactions\npursuant to: (i) any provision of any Seller's articles of incorporation,\nbylaws, charter, limited partnership agreement or similar document adopted or\nfiled in connection with the creation, formation, or organization of any Seller,\nor any amendment to any of the foregoing ('SELLER'S ORGANIZATIONAL DOCUMENTS');\n(ii) any resolution adopted by the board of directors or the stockholders of\neither Moore or Multi-Strategies Co. or by the general partners of either\nRemington or Multi-Strategies L.P.; (iii) 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 any Seller may be\nsubject; or (iv) any contract to which any Seller is a party or by which any\nSeller may be bound. Each Seller is not and will not be required to obtain any\nconsent from any Person in connection with the execution, delivery and\nperformance of this Agreement.\n\n     2.4  COMPLIANCE WITH OTHER INSTRUMENTS\n\n          The execution, delivery and performance of and compliance with this\nAgreement will not result in any violation of, or conflict with, or constitute,\nwith or without the passage of time and the giving of notice, a default under,\n(i) Moore's articles of incorporation, as amended, \n\n\n                                       3\n\n\nor bylaws, as amended, (ii) Multi-Strategies Co.'s articles of incorporation, as\namended, or bylaws, as amended, (iii) Remington's limited partnership agreement,\nas amended, (iv) Multi-Strategies L.P.'s limited partnership agreement, as\namended, or (v) any of any Seller's agreements nor result in the creation of,\nany mortgage, pledge, lien, encumbrance or charge upon the Shares.\n\n     2.5  OWNERSHIP\n\n          Each Seller is and will be on the Closing Date the record and\nbeneficial owner and holder of its Shares, free and clear of all charges,\nclaims, community property interests, conditions, equitable interests, liens,\noptions, pledges, security interests, rights of first refusal, or restrictions\nof any kind, including any restriction on use, voting, transfer, receipt of\nincome, or exercise of any other attribute of ownership (except for restrictions\nwith respect to applicable securities laws) ('ENCUMBRANCES'). No legend or other\nreference to any purported Encumbrance appears upon any certificate representing\nthe Shares. There are no contracts relating to the issuance, sale, or transfer\nof the Shares.\n\n     2.6  BROKERS OR FINDERS\n\n          Each Seller has not incurred, and will not incur, directly or\nindirectly, as a result of any action taken by such Seller, any obligation or\nliability, contingent or otherwise, for brokerage or finders' fees or agents'\ncommissions or any other similar payments in connection with this Agreement.\n\n3.   REPRESENTATIONS AND WARRANTIES OF BUYER\n\n          Buyer represents and warrants to each 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     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 ('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\n\n\n                                       4\n\n\ndesignated 'SERIES B PREFERRED STOCK,' 6,000,000 shares are designated 'SERIES C\nPREFERRED STOCK,' and 13,000,000 are designated 'SERIES D PREFERRED STOCK.'\nImmediately prior to entering into this Agreement, there shall be outstanding\n53,833,021 shares of Common Stock, 3,450,000 shares of Series A Preferred Stock,\n5,717,135 shares of Series B Preferred Stock, 6,000,000 shares of Series C\nPreferred Stock, and approximately 5,057,020 shares of Series D Preferred Stock\n(which number of shares of Series D Preferred Stock may increase or decrease by\n300,000). All of the outstanding shares of capital stock are duly authorized,\nvalidly issued, fully paid and nonassessable, and were issued in compliance with\napplicable federal and state securities laws. Buyer has reserved a sufficient\nnumber of shares of Series D Preferred Stock for issuance hereunder, 3,450,000\nshares of Common Stock for issuance upon conversion of the Series A Preferred\nStock, 6,002,000 shares of Common Stock for issuance upon conversion of the\nSeries B Preferred Stock, 6,000,000 shares of Common Stock for issuance upon\nconversion of the Series C Preferred Stock, 13,000,000 shares of Common Stock\nfor issuance upon conversion of the Series D Preferred Stock, 15,000,000 shares\nof Common Stock for issuance under Buyer's 1996 Stock Plan, 17,500,000 shares of\nCommon Stock for issuance under Buyer's 1999 Executive Stock Plan, and 9,000,000\nshares of Common Stock for issuance under Buyer's 1999 Employee Stock Plan. Of\nthe 15,000,000 shares of Common Stock Buyer has reserved for issuance under\nBuyer's 1996 Stock Plan, options to purchase 1,526,736 shares are outstanding\nand 534,835 shares remain available for future grants. Of the 17,500,000 shares\nof Common Stock Buyer has reserved for issuance under Buyer's 1999 Executive\nStock Plan, options to purchase 16,005,000 shares are outstanding and 1,495,000\nshares remain available for future grants. Of the 9,000,000 shares of Common\nStock Buyer has reserved for issuance under Buyer's 1999 Employee Stock Plan,\noptions to purchase 1,951,165 shares are outstanding and 6,145,335 shares remain\navailable for future grants. Except for (i) conversion privileges of the Series\nA Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and\nSeries D Preferred Stock and (ii) outstanding options (or options reserved for\nfuture grant) to purchase shares of Common Stock granted to employees or\nconsultants pursuant to Buyer's stock plans or arrangements, there are no\noutstanding options, warrants, rights (including conversion or preemptive\nrights) or agreements for the purchase or acquisition from Buyer of any shares\nof its capital 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\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 \n\n\n                                       5\n\n\nviolation would have a material adverse effect on its business, assets,\nfinancial condition, results of operations or properties. The execution,\ndelivery and performance of and compliance with this Agreement will not result\nin any violation of, or conflict with, or constitute, with or without the\npassage of time and the giving of notice, a default under, Buyer's articles of\nincorporation, as amended, or bylaws, as amended, or any of its agreements nor\nresult in the creation of, any mortgage, pledge, lien, encumbrance or charge\nupon any of the properties or assets of Buyer; and there is no such violation or\ndefault which materially and adversely affects the business of Buyer or any of\nits 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 SELLERS 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. Each Seller shall cooperate with\nBuyer in the preparation of such filing and furnish to Buyer any information\nabout such Seller 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, each Seller will not, and will prevent any director, partner,\nofficer, employee, agent, consultant, advisor, or other representative of such\nSeller, including legal counsel, accountants, and financial advisors\n('REPRESENTATIVES'), directly or indirectly, from soliciting, initiating, or\nencouraging any inquiries or proposals from, discussing or negotiating with,\nproviding any non-public information to, or considering the merits of any\nunsolicited inquiries or proposals from, any Person (other than Buyer) relating\nto any transaction involving the sale of the business or assets of the Company,\nor any of the capital stock of the Company, or any merger, consolidation,\nbusiness combination, or similar transaction involving the Company.\n\n\n                                       6\n\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 reasonable best efforts to take, or cause to be\n     taken, all appropriate action, and to do, or cause to be done, all things\n     necessary, proper or advisable under applicable laws and regulations to\n     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, directors and\/or general partners of Buyer and Sellers\n     shall take all such necessary action.\n\n     4.4  NO AMENDMENT OR WAIVER OF ANTIDILUTION PROVISIONS\n\n          Buyer agrees not to amend or seek any waivers with respect to the\nanti-dilution provisions in Article IV of Buyer's articles of incorporation\n(other than amending the cross reference to Section C.6.d in the first sentence\nof Section C.2 of Article IV) prior to the Closing.\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  SELLERS' PERFORMANCE\n\n          (a) All of the covenants and obligations that each Seller is required\n     to 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 Sellers 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                                       7\n\n\nobtain beneficial ownership of, the Shares or (b) is entitled to all or any\nportion of the Purchase Consideration payable to Sellers for the Shares.\n\n     5.4  NO PROHIBITION\n\n          Neither the consummation nor the performance of any 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 SELLERS' OBLIGATION TO CLOSE\n\n          Each Seller's obligation to sell the Shares and to take the other\nactions required to be taken by such Seller 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 such 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 Section 1.3(b)(i).\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 Sellers 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                                       8\n\n\n     6.4  FINANCING\n\n          Buyer shall have issued at least $100.0 million of Series D Preferred\nStock to parties unrelated to Buyer.\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 Sellers if a material breach of any provision\n     of 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 Sellers, 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 Sellers to comply with their obligations under this\n     Agreement) and Sellers have not waived such condition on or before the\n     Closing Date;\n\n          (c) by mutual consent of Buyer and Sellers; or\n\n          (d) by either Buyer or Sellers 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 obligations under this Agreement) on or before\n     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 may have under this Agreement or otherwise, and the exercise\nof a right of termination will not be an election of remedies. If this Agreement\nis terminated pursuant to Section 7.1, all further obligations of the parties\nunder this Agreement will terminate, except that the obligations in Section 8.1\nwill survive; PROVIDED, HOWEVER, that if this Agreement is terminated by a party\nbecause of the breach of the Agreement by the other party or because one or more\nof the conditions to the terminating party's obligations under this Agreement is\nnot satisfied as a result of the other party's failure to comply with its\nobligations under this Agreement, the terminating party's right to pursue all\nlegal remedies will survive such termination unimpaired.\n\n\n                                       9\n\n\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 respective expenses incurred in connection with\nthe preparation, execution, and performance of this Agreement and the\nContemplated 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 own expenses will be subject\nto any rights of such party arising from a breach of this Agreement by another\nparty.\n\n     8.2  PUBLIC ANNOUNCEMENTS\n\n          Except as required by law, any public announcement or similar\npublicity with respect to this Agreement or the Contemplated Transactions will\nbe issued, if at all, at such time and in such manner as Buyer determines.\nUnless consented to by Buyer in advance or required by law, prior to the\nClosing, Sellers shall keep this Agreement strictly confidential and may not\nmake any disclosure of this Agreement 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                               Sellers:\n\n                                   Moore Global Investments, Ltd.,\n                                   Multi-Strategies Fund Ltd.,\n                                   Remington Investments Strategies, L.P., and\n                                   Multi-Strategies Fund L.P.\n                                   c\/o Moore Capital Management, Inc.\n                                   1251 Avenue of the Americas\n                                   New York, New York  10020\n                                   Attention:  Michael Heffernan\n                                   Facsimile No.:  (212) 575-6832\n\n\n                                       10\n\n\n                                   Moore Capital Management, Inc.\n                                   1251 Avenue of the Americas\n                                   New York, New York  10020\n                                   Attention:  Steve Nelson\n                                   Facsimile No.: (212) 782-7194\n\n                               with a copy to:\n\n                                   Akin, Gump, Strauss, Hauer &amp; Feld, L.L.P.\n                                   Attention: James E. Kaye, Esq.\n                                   590 Madison Avenue, Floor 20\n                                   New York, New York  10022\n                                   Facsimile No.: (212) 872-1002\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 appropriate appellate\ncourts) in any such action or proceeding and waives any objection to venue laid\ntherein. Process in any action or proceeding referred to in the preceding\nsentence 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 \n\n\n                                       11\n\n\nor the exercise of any other right, power, or privilege. To the maximum extent\npermitted by applicable law, (a) no claim or right arising out of this Agreement\nor the documents referred to in this Agreement can be discharged by one party,\nin whole or in part, by a waiver or renunciation of the claim or right unless in\nwriting signed by the other party; (b) no waiver that may be given by a party\nwill be applicable except in the specific instance for which it is given; and\n(c) no notice to or demand on one party will be deemed to be a waiver of any\nobligation of such party or of the right of the party giving such notice or\ndemand to take further action without notice or demand as provided in this\nAgreement 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 rights under this Agreement without the\nprior consent of the other parties, which will not be unreasonably withheld,\nexcept that Buyer may assign any of its rights under this Agreement to any\nsubsidiary 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     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\n                                       12\n\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                                       13\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:\n\n                                 BILL GROSS' IDEALAB!\n\n\n\n                                 By: \/s\/ Bill Gross\n                                    --------------------------------\n                                    Name:  Bill Gross\n                                    Title: Chairman of the Board and\n                                           President\n\n                                 Seller:\n\n                                 MOORE GLOBAL INVESTMENTS, LTD.\n\n                                 By:  Moore Capital Management, Inc.\n\n\n\n                                 By: \/s\/ Savvas Savvinidis\n                                    --------------------------------\n                                    Name:  Savvas Savvinidis\n                                    Its:   Trading Advisor\n                                    Title: Director of Operations\n\n                                 Seller:\n\n                                 MULTI-STRATEGIES FUND LTD.\n\n                                 By: Moore Capital Management, Inc.\n\n\n\n                                 By: \/s\/ Savvas Savvinidis\n                                    --------------------------------\n                                    Name:  Savvas Savvinidis\n                                    Its:   Trading Advisor\n                                    Title: Director of Operations\n \n\n                                       S-1\n\n\n\n\n                                 Seller:\n\n                                 REMINGTON INVESTMENTS STRATEGIES, L.P.\n\n                                 By: Moore Capital Advisors, L.L.C.\n\n\n\n                                 By: \/s\/ Savvas Savvinidis\n                                    --------------------------------\n                                    Name:  Savvas Savvinidis\n                                    Its:   General Partner\n                                    Title: Director of Operations\n\n                                 Seller:\n\n                                 MULTI-STRATEGIES FUND L.P.\n\n                                 By: Moore Capital Advisors, L.L.C.\n\n\n\n                                 By: \/s\/ Savvas Savvinidis\n                                    --------------------------------\n                                    Name:  Savvas Savvinidis\n                                    Its:   General Partner\n                                    Title: Director of Operations\n\n\n\n\n\n\n                                       S-2\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\n\n                                    EXHIBIT B\n\n                              BILL GROSS' IDEALAB!\n\n                            INVESTOR RIGHTS AGREEMENT\n\n\n\n                             [intentionally omitted]\n\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-43652","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\/43652","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=43652"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43652"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43652"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43652"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}