Webmediabrands Inc. Sample Contracts

Mecklermedia Corp – PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF MECKLERMEDIA CORPORATION (December 22nd, 2015)

The following Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”), and the actions described in this Plan of Dissolution are intended to effect the dissolution and complete liquidation of Mecklermedia Corporation, a Delaware corporation (the “Company”), in accordance with Section 275 and other applicable provisions of the Delaware General Corporation Law (the “DGCL”).

Mecklermedia Corp – AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF MECKLERMEDIA CORPORATION Approved by the Board of Directors: December 21, 2015 (December 22nd, 2015)
Mecklermedia Corp – NOTE MODIFICATION AGREEMENT BY AND BETWEEN DREW LANE HOLDINGS, LLC (“PAYEE”) AND MECKLERMEDIA CORPORATION, MECKLERMEDIA.COM SUBSIDIARY INC. AND INSIDE NETWORK, INC. (COLLECTIVELY, “MAKER”) (July 15th, 2015)

On or about March 16, 2015 (the “Note Date”), Maker executed a Secured Promissory Note (“Note”) in favor of Payee. Under the Note, Maker promised to pay to the order of Payee the lesser of (i) the principal sum of Five Hundred Thousand Dollars ($500,000.00), or (ii) the unpaid principal amount of all advances made by Payee to Makers under the Note (“Advances”), as such Advances are set forth on Exhibit A of the Note and updated from time to time, up to $500,000.00, together with interest on the outstanding principal amount of all such Advances at an annual rate of 8.00%, or such lesser rate as shall be the maximum rate allowable under applicable law. The Note has a stated final maturity date of March 31, 2018. Payee has agreed to increase the maximum Amount available under the Note to $750,000.00, and Maker and Payee desire to amend the Note to reflect the new Maximum Amount (as defined in the Note) and repayment terms. Payee remains the owner and holder of the Note and has agreed with

Mecklermedia Corp – SECURED PROMISSORY NOTE (March 18th, 2015)

FOR VALUE RECEIVED, Mecklermedia Corporation, a Delaware corporation, Mecklermedia.com Subsidiary Corporation, a Delaware corporation, and Inside Network, Inc., a California corporation (each a “Maker” and, collectively, “Makers”), jointly and severally promise to pay to the order of Drew Lane Holdings, LLC, a Delaware limited liability company (“Payee”), at the address set forth in paragraph 7 below, the lesser of (i) the principal sum of Five Hundred Thousand Dollars ($500,000.00) (the “Maximum Amount”), or (ii) the unpaid principal amount of all advances made by Payee to Makers under this Note (“Advances”), as such Advances are set forth on Exhibit A hereto and updated from time to time, up to the Maximum Amount, together with interest on the outstanding principal amount of all such Advances at an annual rate of 8.00%, or such lesser rate as shall be the maximum rate allowable under applicable law.

Mecklermedia Corp – SECURITY AGREEMENT (March 18th, 2015)

This Security Agreement (the “Agreement”) is entered into this 16th day of March 2015 by Mecklermedia Corporation, a Delaware corporation (“Mecklermedia”), Mecklermedia.com Subsidiary Corporation, a Delaware corporation (“Mecklermedia.com”), and Inside Network, Inc., a California corporation (“Inside Network”) (each a “Debtor” and, collectively, “Debtors”), whose address is 50 Washington Street, 9th Floor, Suite 912, Norwalk, CT 06854, in favor of Drew Lane Holdings, LLC, a Delaware limited liability company (hereinafter referred to as “Secured Party”), whose address is 4 New York Plaza, FL 7, New York, NY 10004.

Mecklermedia Corp – LOAN FORGIVENESS AND RELEASE AGREEMENT (November 14th, 2014)

THIS LOAN FORGIVENESS AND RELEASE AGREEMENT (the “Agreement”) is made as of November 14, 2014, by, between and among Mecklermedia Corporation, a Delaware corporation formerly known as Mediabistro Inc. (“Mecklermedia”), Mecklermedia.com Subsidiary Corporation, a Delaware corporation formerly known as Mediabistro.com Subsidiary Inc. (“Mecklermedia.com”), and Inside Network, Inc., a California corporation (“Inside Network”; collectively with Mecklermedia and Mecklermedia.com, “Makers”); and Alan M. Meckler (“Lender”).

Mediabistro Inc. – NOTE MODIFICATION AGREEMENT BY AND BETWEEN ALAN M. MECKLER (“PAYEE”) AND MEDIABISTRO INC., MEDIABISTRO.COM SUBSIDIARY INC. AND INSIDE NETWORK, INC. (COLLECTIVELY, “MAKER”) (July 7th, 2014)

On or about November 15, 2013 (the “Note Date”), Maker executed a Second Amended and Restated Promissory Note (“Note”) in favor of Payee. The Note was in the original principal face amount of Eight Million Seven Hundred Ninety-Four Thousand Six Hundred Four and 30/100 Dollars ($8,794,604.30), initially bearing interest at 5.50% per annum with a stated final maturity date of September 1, 2043. The Note was amended by Note Modification Agreements dated April 25, 2014, and May 19, 2014, by and between Maker and Payee. Payee has agreed to loan additional amounts to Maker, and Maker and Payee desire to amend the Note to reflect the new principal amount. Payee remains the owner and holder of the Note and has agreed with Maker to modify certain provisions of the Note as set forth herein.

Mediabistro Inc. – VOTING AGREEMENT (June 2nd, 2014)

This Voting Agreement (this “Agreement”), dated as of May 28, 2014 between Alan M. Meckler (“Stockholder”) of Mediabistro Inc., a Delaware corporation (the “Seller”), and PGM-MB Holdings LLC, a Delaware limited liability company (“Buyer”).

Mediabistro Inc. – ASSET PURCHASE AGREEMENT BY AND AMONG MEDIABISTRO INC., PGM-MB HOLDINGS LLC, AND PROMETHEUS GLOBAL MEDIA, LLC MAY 28, 2014 (June 2nd, 2014)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 28, 2014, is entered into by and among Mediabistro Inc., a Delaware corporation (“Seller”), PGM-MB Holdings LLC, a Delaware limited liability company (“Buyer”), and solely with respect to Sections 6.5, 6.6, 6.8, 6.18 and Article X and the applicable provisions of Article IX, Prometheus Global Media, LLC, a Delaware limited liability company (“Buyer Parent”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Exhibit A attached hereto for the purposes of this Agreement.

Mediabistro Inc. – VOTING AGREEMENT (June 2nd, 2014)

This Voting Agreement (this “Agreement”), dated as of May 28, 2014 between Alan M. Meckler (“Stockholder”) of Mediabistro Inc., a Delaware corporation (the “Seller”), and PGM-MB Holdings LLC, a Delaware limited liability company (“Buyer”).

Mediabistro Inc. – NOTE MODIFICATION AGREEMENT BY AND BETWEEN ALAN M. MECKLER (“PAYEE”) AND MEDIABISTRO INC., MEDIABISTRO.COM SUBSIDIARY INC. AND INSIDE NETWORK, INC. (COLLECTIVELY, “MAKER”) (May 23rd, 2014)

On or about November 15, 2013 (the “Note Date”), Maker executed a Second Amended and Restated Promissory Note (“Note”) in favor of Payee. The Note was in the original principal face amount of Eight Million Seven Hundred Ninety-Four Thousand Six Hundred Four and 30/100 Dollars ($8,794,604.30), initially bearing interest at 5.50% per annum with a stated final maturity date of September 1, 2043. The Note was amended by a Note Modification Agreement dated April 25, 2014, by and between Maker and Payee. Payee has agreed to loan additional amounts to Maker, and Maker and Payee desire to amend the Note to reflect the new principal amount. Payee remains the owner and holder of the Note and has agreed with Maker to modify certain provisions of the Note as set forth herein.

Mediabistro Inc. – NOTE MODIFICATION AGREEMENT BY AND BETWEEN ALAN M. MECKLER (“PAYEE”) AND MEDIABISTRO INC., MEDIABISTRO.COM SUBSIDIARY INC. AND INSIDE NETWORK, INC. (COLLECTIVELY, “MAKER”) (April 29th, 2014)

On or about November 15, 2013 (the “Note Date”), Maker executed a Second Amended and Restated Promissory Note (“Note”) in favor of Payee. The Note was in the original principal face amount of Eight Million Seven Hundred Ninety-Four Thousand Six Hundred Four and 30/100 Dollars ($8,794,604.30), initially bearing interest at 5.50% per annum with a stated final maturity date of September 1, 2043. Payee has agreed to loan additional amounts to Maker, and Maker and Payee desire to amend the Note to reflect the new principal amount. Payee remains the owner and holder of the Note and has agreed with Maker to modify certain provisions of the Note as set forth herein.

Mediabistro Inc. – SECOND REAFFIRMATION OF COLLATERAL DOCUMENTS (November 20th, 2013)

This Second Reaffirmation of Collateral Documents (this “Reaffirmation”) is dated as of November 15, 2013. Reference is made to the Second Amended and Restated Promissory Note of even date herewith (as amended, restated, modified or supplemented, the “Restated Note”) by MEDIABISTRO INC., a Delaware corporation formerly known as WebMediaBrands Inc. (“Mediabistro”), MEDIABISTRO.COM SUBSIDIARY INC., a Delaware corporation formerly known as Mediabistro.com Inc. (“MB Subsidiary”), and INSIDE NETWORK, INC., a California corporation (“Inside Network”; together with Mediabistro and MB Subsidiary, collectively “Borrowers” and each, individually, a “Borrower”), issued to ALAN M. MECKLER (the “Lender”). All capitalized terms used but not defined in this document shall have the meaning ascribed to such terms in the Restated Note.

Mediabistro Inc. – Contract (November 20th, 2013)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO REGISTRATION OF TRANSFER OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF WILL BE MADE ON THE BOOKS OF THE ISSUER UNLESS SUCH TRANSFER IS MADE IN CONNECTION WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH ACT DOES NOT APPLY.

Mediabistro Inc. – Contract (November 20th, 2013)

THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE IS BEING EXECUTED AND DELIVERED FOR THE PURPOSE OF AMENDING, RESTATING AND REPLACING, BUT NOT EXTINGUISHING, THE OBLIGATIONS OF MAKERS PURSUANT TO THAT CERTAIN AMENDED AND RESTATED PROMISSORY NOTE DATED NOVEMBER 1, 2013, BY MEDIABISTRO (AS DEFINED HEREIN), MB SUBSIDIARY (AS DEFINED HEREIN) AND INSIDE NETWORK (AS DEFINED HEREIN) TO ALAN M. MECKLER (THE “EXISTING NOTE”).

Mediabistro Inc. – REAFFIRMATION OF COLLATERAL DOCUMENTS (November 7th, 2013)

This Reaffirmation of Collateral Documents (this “Reaffirmation”) is dated as of November 1, 2013. Reference is made to the Amended and Restated Promissory Note of even date herewith (as amended, restated, modified or supplemented, the “Restated Note”) by MEDIABISTRO INC., a Delaware corporation formerly known as WebMediaBrands Inc. (“Mediabistro”), MEDIABISTRO.COM SUBSIDIARY INC., a Delaware corporation formerly known as Mediabistro.com Inc. (“MB Subsidiary”), and INSIDE NETWORK, INC., a California corporation (“Inside Network”; together with Mediabistro and MB Subsidiary, collectively “Borrowers” and each, individually, a “Borrower”), issued to ALAN M. MECKLER (the “Lender”). All capitalized terms used but not defined in this document shall have the meaning ascribed to such terms in the Restated Note.

Mediabistro Inc. – Contract (November 7th, 2013)

THIS AMENDED AND RESTATED PROMISSORY NOTE IS BEING EXECUTED AND DELIVERED FOR THE PURPOSE OF COMBINING, AMENDING, RESTATING AND REPLACING, BUT NOT EXTINGUISHING, THE OBLIGATIONS OF MAKERS PURSUANT TO (I) THAT CERTAIN PROMISSORY NOTE DATED MAY 29, 2009, BY MEDIABISTRO (AS DEFINED HEREIN) AND MEDIABISTRO SUBSIDIARY (AS DEFINED HEREIN) TO ALAN M. MECKLER AND (II) THAT CERTAIN PROMISSORY NOTE DATED NOVEMBER 14, 2011, BY MEDIABISTRO, MEDIABISTRO SUBSIDIARY AND INSIDE NETWORK (AS DEFINED HEREIN) TO ALAN M. MECKLER (COLLECTIVELY, THE “EXISTING NOTES”).

Mediabistro Inc. – MEDIABISTRO INC. 2008 STOCK INCENTIVE PLAN APPROVED BY THE BOARD OF DIRECTORS: April 15, 2013 APPROVED BY THE STOCKHOLDERS: June 11, 2013 (August 1st, 2013)
Mediabistro Inc. – AMENDED AND RESTATED BY-LAWS MEDIABISTRO INC. (THE “CORPORATION”) Incorporated Under the Laws of the State of Delaware AMENDED AND RESTATED BY-LAWS (July 8th, 2013)

The registered office of the Corporation in Delaware shall be at 1209 Orange Street in the City of Wilmington, County of New Castle, and The Corporation Trust Company will be the resident agent of the Corporation in charge thereof. The Corporation may also have such other offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time designate or the business of the Corporation may require.

Mediabistro Inc. – CERTIFICATE OF DESIGNATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF MEDIABISTRO INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware (July 8th, 2013)

The undersigned do hereby certify that the following resolution was duly adopted by the Board of Directors of Mediabistro Inc., a Delaware corporation (the “Corporation”), on July 3, 2013:

Mediabistro Inc. – MEDIABISTRO INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Rights Agreement Dated as of July 3, 2013 (July 8th, 2013)

This RIGHTS AGREEMENT, dated as of July 3, 2013 (this “Agreement”), by and between Mediabistro Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

Webmediabrands Inc. – STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF WEBMEDIABRANDS INC. Pursuant to Section 242 of the General Corporation Law (August 20th, 2012)

THE UNDERSIGNED, being a duly appointed officer of the Board of Directors of WebMediaBrands Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “DGCL”), for the purpose of amending the Corporation’s Certificate of Incorporation (the “Certificate of Incorporation”) filed pursuant to Section 102 of the DGCL, hereby certifies, pursuant to Sections 242 and 103 of the DGCL, as follows:

Webmediabrands Inc. – NOTE MODIFICATION AGREEMENT BY AND BETWEEN ALAN M. MECKLER (“LENDER”) AND WEBMEDIABRANDS INC.; MEDIABISTRO.COM INC. AND (in respect to November 11, 2011 Note only) INSIDE NETWORK INC. (COLLECTIVELY, “BORROWER”) (July 31st, 2012)

On or about May 29, 2009, Borrower executed a Promissory Note in favor of Lender in the original principal amount of $7,197,143.21 (as modified on or about September 1, 2010 and November 14, 2011, the “2009 Note”). On or about November 14, 2011, Borrower executed a Promissory Note in favor of Lender in the original principal amount of $1,750,000 (the “2011 Note,” and together with the 2009 Note, the “Notes”). .. Lender and Borrower intend to amend the Notes to reduce the rate of interest that accrues on the outstanding principal amount. Lender remains the owner and holder of the Notes and has agreed with Borrower to modify certain provisions of the Notes.

Webmediabrands Inc. – PLEDGE AGREEMENT (November 17th, 2011)

This PLEDGE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 14th day of November, 2011, by WEBMEDIABRANDS INC., a Delaware corporation (“Borrower”), in favor of ALAN M. MECKLER, a New York resident (“Lender”).

Webmediabrands Inc. – SECURITY AGREEMENT (November 17th, 2011)

This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 14th day of November, 2011 by WEBMEDIABRANDS INC., a Delaware corporation (“Borrower”), in favor of ALAN M. MECKLER, a New York resident (“Lender”).

Webmediabrands Inc. – INTELLECTUAL PROPERTY SECURITY AGREEMENT (November 17th, 2011)

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 14th day of November, 2011 by WEBMEDIABRANDS INC., a Delaware corporation (“Borrower”), in favor of ALAN M. MECKLER, a New York resident, (“Lender”).

Webmediabrands Inc. – PROMISSORY NOTE (November 17th, 2011)

FOR VALUE RECEIVED, the undersigned, WebMediaBrands Inc., a Delaware corporation with a business address at 50 Washington Street, South Norwalk, CT 06854  (“WMB”), Mediabistro.com, Inc., a Delaware corporation with a mailing address of 475 Park Avenue South/4th Floor, New York, NY 10016 “Mediabistro”, and Inside Network Inc., a California corporation with a mailing address at 475 Park Avenue South/4th Floor, New York, NY 10016 (“Inside Network” and collectively with Mediabistro and WMB the “Maker”), jointly and severally promise to pay to the order of Alan M. Meckler (the "Payee") or any subsequent assignee or holder hereof (Payee or any subsequent assignee or holder hereof sometimes being hereinafter referred to as “Holder”) at 435 East 52nd Street New York, NY 10022, or at such other address as Holder may designate from time to time in writing, the principal sum of ONE MILLION SEVEN HUNDRED FIFTY  THOUSAND  00/100 DOLLARS ($1,750,000) or so much thereof as remains unpaid to Holder fr

Webmediabrands Inc. – NOTE MODIFICATION AGREEMENT BY AND BETWEEN ALAN M. MECKLER (“LENDER”) AND WEBMEDIABRANDS INC. AND MEDIABISTRO.COM INC. (COLLECTIVELY, “BORROWER”) (November 17th, 2011)

On or about May 29, 2009 (“Note Date”), Borrower executed a Promissory Note (“Note”) in favor of Lender which was amended on September 1, 2010 reducing the interest rate.  Lender and Borrower intend to amend the Note to eliminate the payment of the Accommodation Fee (as defined in the Note) due under the Note.  Lender remains the owner and holder of the Note and has agreed with Borrower to modify certain provisions of the Note.

Webmediabrands Inc. – SECURITY AGREEMENT (November 17th, 2011)

This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 14th day of November, 2011 by INSIDE NETWORK INC., a California corporation (“Borrower”), in favor of ALAN M. MECKLER, a New York resident (“Lender”).

Webmediabrands Inc. – STOCK PURCHASE AGREEMENT among WebMediaBrands Inc., Certain Stockholders of Inside Network, Inc. and Justin L. Smith (as “Stockholder Representative”) Dated as of May 11, 2011 (May 17th, 2011)

THIS STOCK PURCHASE AGREEMENT is made and entered into as of May 11, 2011 (the “Effective Date”), by and among WebMediaBrands Inc., a Delaware corporation (the “Purchaser”), and the stockholders of Inside Network, Inc., a California corporation (f/k/a Prophetic Media, LLC, a California limited liability company, the “Company”), set forth on the signature pages hereto (individually, a “Stockholder,” and collectively, the “Stockholders”), and Justin L. Smith (the “Stockholder Representative”). The Purchaser, the Stockholders and the Stockholder Representative are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Webmediabrands Inc. – FORM OF RESTRICTED STOCK PURCHASE AGREEMENT (May 17th, 2011)

THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2011 (the “Effective Date”), by and between WebMediaBrands Inc., a Delaware corporation (the “Purchaser”) and [name of individual stockholder] (the “Seller”), an owner of restricted stock of Inside Network, Inc., a California corporation (f/k/a Prophetic Media, LLC, a California limited liability company, the “Company”). The Purchaser and the Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Webmediabrands Inc. – NOMINATING AGREEMENT (May 17th, 2011)

This Nominating Agreement (“Agreement”) is entered into as of May 11, 2011 (the “Effective Date”), by and between WebMediaBrands Inc., a Delaware corporation (the “Company”) and Justin L. Smith (“Smith”).

Webmediabrands Inc. – SUPPORT AGREEMENT (May 17th, 2011)

This Support Agreement (“Agreement”) is entered into as of May 11, 2011 (the “Effective Date”), by and between Justin L. Smith (“Smith”), and Alan M. Meckler (“Stockholder”).

Webmediabrands Inc. – EMPLOYMENT AGREEMENT (May 17th, 2011)

This Employment Agreement (“Agreement”) is entered into as of May 11, 2011, by and between WebMediaBrands Inc., a Delaware corporation (“WMB”), and Justin L. Smith, a resident of the State of California (“Smith”).

Webmediabrands Inc. – PURCHASE AND SALE AGREEMENT (March 8th, 2011)

THIS AGREEMENT, made and entered into this 11th of October, 2010, by and between WebMediaBrands, Inc. f/ka Jupitermedia Corporation, as Seller and Samaritan Ministries International, an Illinois not-for-profit corporation, as Purchaser.