EXHIBIT 10.35 CONSENT AND AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT --------------------------- THIS CONSENT AND AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of June 5, 1997 (but effective only in...Loan and Security Agreement • October 14th, 1997 • Graphix Zone Inc /De/ • Services-computer processing & data preparation • New York
ANNEX IV TO SUBSCRIPTION AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of October __, 1996 (this "Agreement"), is made by and between GRAPHIX ZONE, INC., a Delaware corporation (the "Company"), and the person...Registration Rights Agreement • December 17th, 1996 • Graphix Zone Inc/De • Services-computer processing & data preparation • California
a. Reclassification or Merger. In case of any reclassification, -------------------------- change or conversion of securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or...Graphix Zone Inc /De/ • May 20th, 1997 • Services-computer processing & data preparation • Delaware
EXHIBIT 10.37 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF...Graphix Zone Inc /De/ • October 14th, 1997 • Services-computer processing & data preparation • Delaware
SECTION 1Registration Rights Agreement • March 20th, 1997 • Graphix Zone Inc /Ca/ • Services-computer processing & data preparation • California
EXHIBIT 10.27 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Graphix Zone Inc /De/ • October 14th, 1997 • Services-computer processing & data preparation • California
Exhibit 10.4 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1, dated as of January 31, 1997 (this "Amendment"), to Registration Rights Agreement, dated as of September 24, 1996, between GRAPHIX ZONE, INC., a Delaware corporation (the...Registration Rights Agreement • March 5th, 1997 • Graphix Zone Inc/De • Services-computer processing & data preparation • California
RECITALSEmployment Agreement • October 14th, 1997 • Graphix Zone Inc /De/ • Services-computer processing & data preparation • California
ESCROW AGREEMENT January 31, 1997Escrow Agreement • March 5th, 1997 • Graphix Zone Inc/De • Services-computer processing & data preparation • New York
GRAPHIX ZONE, INC.Loan and Security Agreement • November 1st, 1996 • Graphix Zone Inc/De • Services-computer processing & data preparation • California
ANNEX II TO SUBSCRIPTION AGREEMENT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN...Subscription Agreement • December 17th, 1996 • Graphix Zone Inc/De • Services-computer processing & data preparation • California
March 5, 1997Graphix Zone Inc /De/ • May 20th, 1997 • Services-computer processing & data preparation
RECITALS --------Sublease Agreement • October 14th, 1997 • Graphix Zone Inc /De/ • Services-computer processing & data preparation • California
BY AND AMONG INSCAPE,Asset Purchase Agreement • March 20th, 1997 • Graphix Zone Inc /Ca/ • Services-computer processing & data preparation • California
BETWEENAsset Purchase Agreement • March 20th, 1997 • Graphix Zone Inc /Ca/ • Services-computer processing & data preparation • California
RECITALSSeparation and Settlement Agreement • October 14th, 1997 • Graphix Zone Inc /De/ • Services-computer processing & data preparation • California
3- 4 7. Angela Cortright agrees to waive any and all other rights which she had or may have under the AC Employment Agreement including, but not limited to specifically waiving any and all rights to any health benefits under Section 3(d) of the AC...Confidential Settlement Agreement • October 14th, 1997 • Graphix Zone Inc /De/ • Services-computer processing & data preparation
AMENDMENT AGREEMENTAmendment Agreement • March 5th, 1997 • Graphix Zone Inc/De • Services-computer processing & data preparation • California
SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated as of the date of acceptance set forth below, by and between GRAPHIX ZONE, INC., a Delaware corporation, with headquarters located at 42 Corporate Park, Suite 200, Irvine, California 92606 (the...Subscription Agreement • December 17th, 1996 • Graphix Zone Inc/De • Services-computer processing & data preparation • California
ANNEX I TO ESCROW AGREEMENT THE SECURITIES OF GRAPHIX ZONE, INC. IN CONNECTION WITH THE OFFER AND SALE OF WHICH THIS DOCUMENT IS BEING DELIVERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND...Exchange Agreement • March 5th, 1997 • Graphix Zone Inc/De • Services-computer processing & data preparation • California
PRODUCTION AND DEVELOPMENT AGREEMENT ------------------------------------------ -------------------------------------- ATTACHMENT DProduction and Development Agreement • October 14th, 1997 • Graphix Zone Inc /De/ • Services-computer processing & data preparation • California
TO: Ron Posner CC: FROM: David Hirschhorn DATE: February 28, 1997 RE: Employee Agreement As per our conversation and your e-mail, I understand our agreement as follows: o Compensation = Option to purchase 1.0 million shares upon execution of formal...Graphix Zone Inc /De/ • October 14th, 1997 • Services-computer processing & data preparation
