EXHIBIT INDEX Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of June 22, 2006, among <strong>LivePerson</strong>, Inc., Soho Acquisition Corp., Proficient Systems, Inc. and Gregg Freishtat as Shareholders’ Representative (incorporated by reference to the identically numbered exhibit in the Current <strong>Report</strong> on Form 8-K filed on June 22, 2006) 3.1 Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to the identically-numbered exhibit to <strong>LivePerson</strong>’s <strong>Annual</strong> <strong>Report</strong> on Form 10-K for the fiscal year ended December 31, 2000 and filed March 30, 2001 (the ‘‘2000 Form 10-K’’)) 3.2 Second Amended and Restated Bylaws, as amended (incorporated by reference to the identically-numbered exhibit to the 2000 Form 10-K) 4.1 Specimen common stock certificate (incorporated by reference to the identically-numbered exhibit to <strong>LivePerson</strong>’s Registration Statement on Form S-1, as amended (Registration No. 333-96689) (‘‘Registration No. 333-96689’’)) 4.2 Second Amended and Restated Registration Rights Agreement, dated as of January 27, 2000, by and among <strong>LivePerson</strong>, the several persons and entities named on the signature pages thereto as Investors, and Robert LoCascio (incorporated by reference to the identically-numbered exhibit to Registration No. 333-96689) 4.3 See Exhibits 3.1 and 3.2 for further provisions defining the rights of holders of common stock of <strong>LivePerson</strong> 10.1 Employment Agreement between <strong>LivePerson</strong> and Robert P. LoCascio, dated as of January 1, 1999 (incorporated by reference to the identically-numbered exhibit to Registration No. 333-96689)* 10.2 Employment Agreement between <strong>LivePerson</strong> and Timothy E. Bixby, dated as of June 23, 1999 (incorporated by reference to Exhibit 10.3 to Registration No. 333-96689)* 10.2.1 Modification to Employment Agreement between <strong>LivePerson</strong>, Inc. and Timothy E. Bixby, dated as of April 1, 2003 (incorporated by reference to the identically-numbered exhibit to <strong>LivePerson</strong>’s Quarterly <strong>Report</strong> on Form 10-Q for the quarter ended June 30, 2003 and filed August 13, 2003)* 10.3 Amended and Restated 2000 Stock Incentive Plan, amended as of April 21, 2005 (incorporated by reference to the identically-numbered exhibit to <strong>LivePerson</strong>’s Quarterly <strong>Report</strong> on Form 10-Q for the quarter ended June 30, 2005 and filed August 8, 2005)* 10.4 Employee Stock Purchase Plan (incorporated by reference to the identically-numbered exhibit to the 2000 Form 10-K)* 21.1 Subsidiaries 23.1 Consent of BDO Seidman, LLP 31.1 Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Management contract or compensatory plan or arrangement
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Annual Report 2007 Annual Report 20
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Dear Stockholders, In 2007, we rein
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UNITED STATES SECURITIES AND EXCHAN
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FORWARD-LOOKING STATEMENTS STATEMEN
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Interactive Advertising Bureau (IAB
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Timpani Sales and Marketing Timpani
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LivePerson’s profile and reinforc
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enhancements and reliable maintenan
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• respond to technological advanc
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We could face additional regulatory
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provide payment processing services
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interpret appropriate accounting pr
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which involve transmitting confiden
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