Medic Media Inc Sample Contracts

Auto Data Network – CERTIFICATE OF INCORPORATION (November 29th, 2004)

Exhibit 3.1 Articles of Incorporation CERTIFICATE OF INCORPORATION OF AUTO DATA NETWORK INC. FIRST. The name of the Corporation is Auto Data Network Inc. SECOND. Its registered office in the State of Delaware is to be located at 30 Old Rudnick Lane in the City of Dover, County of Kent. The Registered Agent in charge thereof is CorpAmerica, Inc., 30 Old Rudnick Lane, Dover, Delaware, 19901. THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 100,000,000 shares consisting of: (1) 75,000,000 shares of Common Stock, par value $0.001 per share and (2) 25,000,000 shares of Preferred Stock, par value $0.001 per share. T

Auto Data Network – WARRANT AGREEMENT (November 16th, 2004)

EXHIBIT 10.6 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT. WARRANT AGREEMENT FOR JUNIOR PREFERRED STOCK OF AUTO DATA NETWORK, INC. Warrant No. ____ Date of Issuance: _________ __, 2004 Warrant to purchase an aggregate of __________ shares of Junior Preferred Stock THIS CERTIFIES that, for value received, [______________

Auto Data Network – UNSECURED CONVERTIBLE PROMISSORY NOTE (November 16th, 2004)

EXHIBIT 10.5 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OR REGULATION S OF THE SECURITIES AND EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION. AUTO DATA NETWORK INC. UNSECURED CONVERTIBLE PROMISSORY NOTE $_______________ [Date] New York, New York 1. PRINCIPAL. 1.1 Auto Data Network Inc.,

Auto Data Network – AGREEMENT AND PLAN OF MERGER (August 13th, 2004)

EXECUTION COPY AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER By and among AUTO DATA NETWORK INC., CAR PARTS TECHNOLOGIES ACQUISITION INC., and CARPARTS TECHNOLOGIES, INC. Dated as of August 2, 2004 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ------------ SECTION 1.01 Definitions.......................................................................1 ARTICLE II THE MERGER 7 ----------- SECTION 2.01 The Merger........................................................................7

Auto Data Network – AGREEMENT AND PLAN OF MERGER (August 13th, 2004)

EXECUTION COPY AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER By and among AUTO DATA NETWORK INC., CAR PARTS TECHNOLOGIES ACQUISITION INC., and CARPARTS TECHNOLOGIES, INC. Dated as of August 2, 2004 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ------------ SECTION 1.01 Definitions.......................................................................1 ARTICLE II THE MERGER 7 ----------- SECTION 2.01 The Merger........................................................................7

Auto Data Network – PRESS RELEASE Source: Auto Data Network, Inc. (April 6th, 2004)

Exhibit 99.1 PRESS RELEASE Source: Auto Data Network, Inc. AUTO DATA NETWORK ANNOUNCES INVESTMENT IN DCS AUTOMOTIVE - EUROPE'S LARGEST DEALER MANAGEMENT SYSTEMS PROVIDER Monday March 15, 9:20 am ET Company Cites Opportunity for its "DMS Plus" With DCS' 11,000 Clients NEW YORK--(BUSINESS WIRE)--March 15, 2004--Auto Data Network Inc. (OTCBB:ADNW - News), a provider of software and real-time data services to the automotive industry, today announced that it has invested $11 million in DCS Automotive, Europe's largest dealer management system (DMS) provider and a division of DCS Group, PLC., for a one-third equity interest. Under the terms of the investment, ADN has the right to purchase the remaining two-thirds equity interest in DCS Automotive upon the completion of certain financial performance criterion by DCS. Auto Data Network Chairman, Chris Glover, com

Auto Data Network – WARRANT AGREEMENT (March 19th, 2004)

EXHIBIT 4.3 PURCHASE WARRANT NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT. WARRANT AGREEMENT FOR COMMON STOCK OF AUTO DATA NETWORK, INC. Warrant No. B-[__] Warrant to purchase an aggregate of Date of Issuance: March 11, 2004 [__________] shares of Common Stock THIS CERTIFIES that, for value received, [_________________________], or his/her/its

Auto Data Network – SECURITIES PURCHASE AGREEMENT (March 19th, 2004)

EXHIBIT 10.22 SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (together with the schedules and exhibits hereto, this "Agreement"), dated as of February 12, 2004, by and between Auto Data Network, Inc., a Delaware corporation (the "Company"), and each of the Persons (as defined below) who has executed a signature page to this Agreement (each a "Purchaser," and together, the "Purchasers"). W I T N E S S E T H: WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, the Securities (as such term is defined below) as set forth below. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby ac

Auto Data Network – REGISTRATION RIGHTS AGREEMENT (March 19th, 2004)

EXHIBIT 10.23 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of February 12, 2004 (this "AGREEMENT"), by and among Auto Data Network, Inc., a Delaware corporation (the "COMPANY"), and the Purchasers (as defined below). W I T N E S S E T H : WHEREAS, the Company is offering (the "OFFERING") an aggregate of up to 3, 947,368 shares (subject to increase by exercise of an overallotment option to an aggregate of up to 4,342,105 shares, and to further increase to an aggregate of up to 5,514,474 shares in the event of exercise of preemptive rights by certain holders of the Company's securities) of its Series B Preferred Stock, par value $.001 per share (the "SERIES B PREFERRED STOCK"), convertible into shares of the Company's Common Stock, together with Warrants (the "WARRANTS") to purchase shares of the Common St

Auto Data Network – FORM OF SECURITIES PURCHASE AGREEMENT (November 5th, 2003)

EXHIBIT 10.20 FORM OF SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (together with the schedules and exhibits hereto, this "Agreement"), dated as of July 18, 2003, by and between Auto Data Network, Inc., a Delaware corporation (the "Company"), and each of the Persons (as defined below) who has executed a signature page to this Agreement (each a "Purchaser," and together, the "Purchasers"). W I T N E S S E T H: WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, the Securities (as such term is defined below) as set forth below. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows: 1. Authorization and Sale of Securities. 1.1 A

Auto Data Network – REGISTRATION RIGHTS AGREEMENT (November 5th, 2003)

EXHIBIT 10.21 FORM OF REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of July 18, 2003 (this "AGREEMENt"), by and among Auto Data Network, Inc., a Delaware corporation (the "COMPANy"), and the Purchasers (as defined below). W I T N E S S E T H : WHEREAS, the Company is offering (the "OFFERING") an aggregate of up to [______________________________] of shares of its Series A-2 Preferred Stock, par value $.001 per share (the "SERIES A-2 PREFERRED STOCk"), exercisable for shares of Common Stock (the "SECURITIEs"); WHEREAS, the Company desires to issue and sell to the persons listed on Schedule A, attached hereto (each a "PURCHASEr," and collectively, the "PURCHASERs"), the Securities as set forth in one or more Securities Purchase Agreements entered into or to be entered into by and between the Company and each Purchaser (the "SECURITIES PURCHASE AGREEMENt"); WHERE

Auto Data Network – FORM OF SECURITIES PURCHASE AGREEMENT (August 22nd, 2003)

Exhibit 10.20 FORM OF SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (together with the schedules and exhibits hereto, this "Agreement"), dated as of July 18, 2003, by and between Auto Data Network, Inc., a Delaware corporation (the "Company"), and each of the Persons (as defined below) who has executed a signature page to this Agreement (each a "Purchaser," and together, the "Purchasers"). W I T N E S S E T H: WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, the Securities (as such term is defined below) as set forth below. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby a

Auto Data Network – AMENDMENT (August 22nd, 2003)

Exhibit 3.2(a) AMENDMENT TO BY-LAWS OF AUTO DATA NETWORK INC. AUTO DATA NETWORK INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution: RESOLVED, that the By-Laws be amended by changing Section 1 of Article IV thereof so that, as amended, such Section 1 shall be and read as follows: Section 1. The business and affairs of the corporation shall be managed by, or under the direction of, its Board of Directors consisting of such number of directors as shall be established from time to time by resolution adopted by the affirmative vote of a majority of t

Auto Data Network – CERTIFICATE OF INCORPORATION (August 22nd, 2003)

Exhibit 3.1(a) CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF AUTO DATA NETWORK INC. AUTO DATA NETWORK INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution: RESOLVED, that the Certificate of Incorporation be amended by changing the article thereof numbered "FOURTH" so that, as amended, said article shall be and read as follows: "FOURTH. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 75,000,000 shares consisting of: (1) 50,000,000 shares of Common Stock, par value $0.00l per

Auto Data Network – REGISTRATION RIGHTS AGREEMENT (August 22nd, 2003)

Exhibit 10.21 FORM OF REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of July 18, 2003 (this "Agreement"), by and among Auto Data Network, Inc., a Delaware corporation (the "Company"), and the Purchasers (as defined below). W I T N E S S E T H : WHEREAS, the Company is offering (the "Offering") an aggregate of up to [______________________________] of shares of its Series A-2 Preferred Stock, par value $.001 per share (the "Series A-2 Preferred Stock"), exercisable for shares of Common Stock (the "Securities"); WHEREAS, the Company desires to issue and sell to the persons listed on Schedule A, attached hereto (each a "Purchaser," and collectively, the "Purchasers"), the Securities as set forth in one or more Securities Purchase Agreements entered into or to be entered into by and between the Company and each Purchaser (the "Securities Purchase Agre

Auto Data Network – FORM OF SECURITIES PURCHASE AGREEMENT (August 21st, 2003)

EXHIBIT 10.20 FORM OF SECURITIES PURCHASE AGREEMENT Securities Purchase Agreement (together with the schedules and exhibits hereto, this "Agreement"), dated as of July 18, 2003, by and between Auto Data Network, Inc., a Delaware corporation (the "Company"), and each of the Persons (as defined below) who has executed a signature page to this Agreement (each a "Purchaser," and together, the "Purchasers"). W I T N E S S E T H: WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, the Securities (as such term is defined below) as set forth below. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows: 1. Authoriza

Auto Data Network – REGISTRATION RIGHTS AGREEMENT (August 21st, 2003)

EXHIBIT 10.21 FORM OF REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement, dated as of July 18, 2003 (this "AGREEMENt"), by and among Auto Data Network, Inc., a Delaware corporation (the "COMPANy"), and the Purchasers (as defined below). W I T N E S S E T H : WHEREAS, the Company is offering (the "OFFERINg") an aggregate of up to [______________________________] of shares of its Series A-2 Preferred Stock, par value $.001 per share (the "SERIES A-2 PREFERRED STOCk"), exercisable for shares of Common Stock (the "SECURITIEs"); WHEREAS, the Company desires to issue and sell to the persons listed on Schedule A, attached hereto (each a "PURCHASEr," and collectively, the "PURCHASERs"), the Securities as set forth in one or more Securities Purchase Agreements entered into or to be entered into by and between the Company and each Purchaser (the "SECURITIES PURCHASE AGR

Auto Data Network – AMENDMENT (August 21st, 2003)

EXHIBIT 3.2(A) AMENDMENT TO BY-LAWS OF AUTO DATA NETWORK INC. AUTO DATA NETWORK INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution: RESOLVED, that the By-Laws be amended by changing Section 1 of Article IV thereof so that, as amended, such Section 1 shall be and read as follows: Section 1. The business and affairs of the corporation shall be managed by, or under the direction of, its Board of Directors consisting of such number of directors as shall be established from time to time by resolution adopted by the affirmative vote of a maj

Auto Data Network – CERTIFICATE OF INCORPORATION (August 21st, 2003)

EXHIBIT 3.1(A) CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF AUTO DATA NETWORK INC. AUTO DATA NETWORK INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of said corporation, at a meeting duly convened and held, adopted the following resolution: RESOLVED, that the Certificate of Incorporation be amended by changing the article thereof numbered "FOURTH" so that, as amended, said article shall be and read as follows: "FOURTH. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 75,000,000 shares consisting of: (1) 50,000,000 shares of Common Stock, par value $0.00l pe

Medic Media Inc – ACQUISITION AGREEMENT (February 28th, 2002)

ACQUISITION AGREEMENT AGREEMENT dated 2nd October 2001 ("the Agreement"), by, between and among AMAC INC, a company incorporated under the laws of the State of Delaware (herein referred to as AMAC), the persons listed on Exhibit A attached hereto and made a part hereof, being all of the shareholders and executive officers of AMAC (hereinafter referred to as "MANAGEMENT"); and EUROPORTAL INC T/A AUTO DATA GROUP, a company incorporated under the laws of the State of Delaware (hereinafter referred to as "EPADG "); and the persons listed on Exhibit "A" attached hereto and made a part hereof, (hereinafter referred to as the "SELLERS"). WHEREAS, the SELLERS own a total of 9,500 shares of common stock, $0.001 par value of EPADG, said shares being 100% of the issued and outstanding common stock of EPADG. WHEREAS, the SELLERS desire to sell and AMAC desires to purchase one hundred (100%) percent of such shares. NOW, THEREFORE, in consider

Medic Media Inc – ACQUISITION AGREEMENT (October 17th, 2001)

ACQUISITION AGREEMENT AGREEMENT dated 2nd October 2001 ("the Agreement"), by, between and among AMAC INC, a company incorporated under the laws of the State of Delaware (herein referred to as AMAC), the persons listed on Exhibit A attached hereto and made a part hereof, being all of the shareholders and executive officers of AMAC (hereinafter referred to as "MANAGEMENT"); and EUROPORTAL INC T/A AUTO DATA GROUP, a company incorporated under the laws of the State of Delaware (hereinafter referred to as "EPADG "); and the persons listed on Exhibit "A" attached hereto and made a part hereof, (hereinafter referred to as the "SELLERS"). WHEREAS, the SELLERS own a total of 9,500 shares of common stock, $0.001 par value of EPADG, said shares being 100% of the issued and outstanding common stock of EPADG. WHEREAS, the SELLERS desire to sell and AMAC desires to purchase one hundred (100%) percent of such shares. NOW, THEREFORE, in consider

Medic Media Inc – ACQUISITION AGREEMENT (May 19th, 1999)

ACQUISITION AGREEMENT AGREEMENT dated 22nd February 1999 ("the Agreement"), by, between and among Medic Media Inc, a company incorporated under the laws of the State of Delaware (herein referred to as MMI), the persons listed on Exhibit A attached hereto and made a part hereof, being all of the shareholders and executive officers of MMI(hereinafter referred to as "MANAGEMENT"); and CMAC INDUSTRIES LIMITED, a company incorporated under the laws the Channel Island of Jersey, and its wholly owned Subsidiary corporation AMERICAN MARINE AMPHBIOUS CRAFT (AMAC) INC, a company incorporated under the laws of Virginia, (hereinafter collectively referred to as "CMAC"); and the persons listed on Exhibit "A" attached hereto and made a part hereof, (hereinafter referred to as the "SELLERS"). WHEREAS, the SELLERS own a total of 100 shares of common stock, 1GBP par value, of CMAC, said shares being 100% of the issued and outstanding common sto

Medic Media Inc – Letter of Intent (January 29th, 1999)

Letter of Intent Between the parties, Medic Media Inc, a Delaware corporation, of 590 Madison Avenue, New York NY10022 and (hereinafter "Medic "), and Automotive Facilities Corporation, Inc, a Delaware corporation, located at City Centre Bellevue, Suite 730, 500 108th Avenue, Bellevue, WA98004 (hereinafter "AFC "), dated 14th July, 1998. 1. As soon as practical following the date hereof, the parties shall commence negotiation of a definitive written acquisition Agreement, with the goal of finalizing such definitive written acquisition agreement by 14th October, 1998. The definitive acquisition Agreement shall contain such mutually agreeable terms, provisions, warranties, representations, covenants, indemnifications and agreements consistent with this letter of intent. Notwithstanding the other provisions of this letter of intent or any past, present or future approvals by the managements, Boards of Directors or stockholders of Medic or AFC (including the pre

Medic Media Inc – Letter of Intent (January 22nd, 1999)

Letter of Intent Between the parties, Medic Media Inc, a Delaware corporation, of 590 Madison Avenue, New York NY10022 and (hereinafter "Medic "), and Automotive Facilities Corporation, Inc, a Delaware corporation, located at City Centre Bellevue, Suite 730, 500 108th Avenue, Bellevue, WA98004 (hereinafter "AFC "), dated 14th July, 1998. 1. As soon as practical following the date hereof, the parties shall commence negotiation of a definitive written acquisition Agreement, with the goal of finalizing such definitive written acquisition agreement by 14th October, 1998. The definitive acquisition Agreement shall contain such mutually agreeable terms, provisions, warranties, representations, covenants, indemnifications and agreements consistent with this letter of intent. Notwithstanding the other provisions of this letter of intent or any past, present or future approvals by the managements, Boards of Directors or stockholders of Medic or AFC (including the pre

Medic Media Inc – Letter of Intent (January 12th, 1999)

Letter of Intent Between the parties, Medic Media Inc, a Delaware corporation, of 590 Madison Avenue, New York NY10022 and (hereinafter "Medic "), and Automotive Facilities Corporation, Inc, a Delaware corporation, located at City Centre Bellevue, Suite 730, 500 108th Avenue, Bellevue, WA98004 (hereinafter "AFC "), dated 14th July, 1998. 1. As soon as practical following the date hereof, the parties shall commence negotiation of a definitive written acquisition Agreement, with the goal of finalizing such definitive written acquisition agreement by 14th October, 1998. The definitive acquisition Agreement shall contain such mutually agreeable terms, provisions, warranties, representations, covenants, indemnifications and agreements consistent with this letter of intent. Notwithstanding the other provisions of this letter of intent or any past, present or future approvals by the managements, Boards of Directors or stockholders of Medic or AFC (including the pre

Medic Media Inc – Letter of Intent (November 24th, 1998)

Letter of Intent Between the parties, Medic Media Inc, a Delaware corporation, of 590 Madison Avenue, New York NY10022 and (hereinafter "Medic "), and Automotive Facilities Corporation, Inc, a Delaware corporation, located at City Centre Bellevue, Suite 730, 500 108th Avenue, Bellevue, WA98004 (hereinafter "AFC "), dated 14th July, 1998. 1. As soon as practical following the date hereof, the parties shall commence negotiation of a definitive written acquisition Agreement, with the goal of finalizing such definitive written acquisition agreement by 14th October, 1998. The definitive acquisition Agreement shall contain such mutually agreeable terms, provisions, warranties, representations, covenants, indemnifications and agreements consistent with this letter of intent. Notwithstanding the other provisions of this letter of intent or any past, present or future approvals by the managements, Boards of Directors or stockholders of Medic or AFC (including the pre