Source Energy Corp /Ut/ Sample Contracts

Innuity, Inc. /Ut/ – THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the 3rd day of February, 2010 (the “Closing Date”), between OF THE FIRST PART - and — INNUITY, INC., a corporation incorporated under the laws of the State of Washington (hereinafter “INNUITY”) OF THE SECOND PART WHEREAS INNUITY provides the End- Users (as defined below) with certain shared webhosting and ecommerce services; (March 2nd, 2010)

AND WHEREAS WEB.COM wishes to purchase from INNUITY, and INNUITY wishes to sell to WEB.COM, certain of the assets of the Business (as defined below).

Innuity, Inc. /Ut/ – AGREEMENT AND PLAN OF MERGER BETWEEN INNUITY, INC., A UTAH CORPORATION, AND INNUITY WASHINGTON, INC., A WASHINGTON CORPORATION (December 1st, 2008)

THIS AGREEMENT AND PLAN OF MERGER dated as of November 25, 2008 (this “Agreement”) is between Innuity, Inc., a Utah corporation (“Innuity Utah”), and Innuity Washington, Inc., a Washington corporation (“Innuity Delaware”). Innuity Utah and Innuity Washington are also referred to herein as the “Constituent Corporations.”

Innuity, Inc. /Ut/ – ARTICLES OF INCORPORATION OF INNUITY WASHINGTON, INC. (December 1st, 2008)

This corporation is organized under the Washington Business Corporation Act (the “Act”) and shall have perpetual existence.

Innuity, Inc. /Ut/ – BYLAWS OF INNUITY WASHINGTON, INC. (December 1st, 2008)

These Bylaws are promulgated pursuant to the Washington Business Corporation Act, as set forth in Title 23B of the Revised Code of Washington (the “Act”).

Innuity, Inc. /Ut/ – ASSET PURCHASE AGREEMENT dated as of May 2, 2008 by and among RADIANT SYSTEMS, INC., JADEON, INC., and INNUITY, INC. (May 7th, 2008)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 2, 2008, but effective as of the Effective Time (as defined below), by and among RADIANT SYSTEMS, INC, a Georgia corporation (“Purchaser”), JADEON, INC., a Nevada corporation (“Seller”), VISTA.COM, INC., a Washington corporation (“Shareholder”), and INNUITY, INC., a Utah corporation (“Parent”).

Innuity, Inc. /Ut/ – INNUITY, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN (November 14th, 2007)
Innuity, Inc. /Ut/ – DOMAIN NAME AND TRADEMARK PURCHASE AGREEMENT (November 13th, 2007)

This Domain Name and Trademark Purchase Agreement (“Agreement”) is made effective as November 7, 2007 (“Effective Date”) by and between Innuity, Inc., a Utah Corporation, located at 8644 154th Avenue NE, Redmond, Washington 98052 (“Innuity”), its subsidiary Vista.com, Inc., a Washington corporation, located at 8644 154th Avenue NE, Redmond, Washington 98052 (“Subsidiary”) and VistaPrint Technologies Limited, a Bermuda company located at Canon’s Court, 22 Victoria Street, Hamilton HM12 Bermuda (“VistaPrint”).

Innuity, Inc. /Ut/ – INNUITY, INC. 15% SENIOR SECURED NOTE (May 24th, 2007)

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.

Innuity, Inc. /Ut/ – ADDITIONAL NOTE PURCHASE AND GLOBAL AMENDMENT AGREEMENT (May 24th, 2007)

ADDITIONAL NOTE PURCHASE AND GLOBAL AMENDMENT AGREEMENT (this “Agreement”), dated as of May 18, 2007, by and among INNUITY, INC., a Utah corporation (the “Company”), Vista.com, Inc., a Washington corporation (“Vista”), Jadeon, Inc., a Nevada corporation (“Jadeon” and, collectively with the Company and Vista, the “Company Entities”), and Imperium Master Fund, Ltd. (the “Investor”). Capitalized terms used in this Agreement and not otherwise defined have the respective meanings ascribed thereto in the Securities Purchase Agreement (as defined below).

Innuity, Inc. /Ut/ – SECURITIES PURCHASE AGREEMENT (May 9th, 2007)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 3, 2007, by and between INNUITY, INC., a Utah corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.

Innuity, Inc. /Ut/ – Issue Date: May 3, 2007 Warrant No. 1 (May 9th, 2007)

THIS CERTIFIES that IMEPRIUM MASTER FUND, LTD. or any subsequent holder hereof (the “Holder”), has the right to purchase from INNUITY, INC., a Utah corporation (the “Company”), up to 1,128,164 fully paid and nonassessable shares of the Company’s common stock, par value $0.00025 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the third (3rd) anniversary of the Issue Date or, if such day is not a Business Day, on the next succeeding Business Day (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), by and among the Company and the investors named therein. Capitalized terms used herein and not otherwise defined shall have the respective me

Innuity, Inc. /Ut/ – Innuity, Inc. Enters Into New Financing Agreement Securities Purchase Agreement with Imperium Master Fund, Ltd. Replaces Previously Announced Funding (May 9th, 2007)

REDMOND, Wash. (May 9, 2007) — Innuity, Inc. (INNU.OB), a Software as a Service (SaaS) company that designs, acquires and integrates applications to deliver affordable solutions to small businesses, has entered into a Securities Purchase Agreement with Imperium Master Fund, Ltd. pursuant to which it raised an aggregate of $2.0 million through a private placement of 15% senior secured notes and warrants to purchase up to 1,128,000 shares of its common stock at an exercise price of $0.01 per share. The notes bear interest at 15% per annum, payable monthly, and are due May 3, 2008. The warrants are exercisable for a period of three years.

Innuity, Inc. /Ut/ – INNUITY, INC. 15% SENIOR SECURED NOTE (May 9th, 2007)

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW.

Innuity, Inc. /Ut/ – REGISTRATION RIGHTS AGREEMENT (May 9th, 2007)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2007, is by and between INNUITY, INC., a Utah corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.

Innuity, Inc. /Ut/ – Restricted Equity Purchase Agreement (April 5th, 2007)

THIS Restricted Equity Purchase Agreement (this “Agreement”) is made and entered into as of April 2, 2007, between Innuity, Inc., a corporation organized and existing under the laws of Utah, having an address of 8644 154th NE, Redmond, WA 98053 (the “Company”), and Mercatus & Partners, Limited (the “Purchaser”).

Innuity, Inc. /Ut/ – MARINA BUILDING LEASE AGREEMENT (March 6th, 2007)

THIS LEASE is made as of this day of October, 2006, by and between Bryan & Mary Lou Chesledon, (hereinafter referred to as “Landlord”) and Innuity, Inc. (hereinafter referred to as “Tenant”).

Innuity, Inc. /Ut/ – SETTLEMENT AGREEMENT (March 6th, 2007)

This Settlement Agreement (the “Agreement”) is made effective this 31st day of January 2007, by and among Vista.com, Inc. (“Vista”); Ticketmaster doing business as Citysearch.com (“Citysearch”); and John Wall, a private individual, on his own behalf and on behalf of his marital community (“Wall”).

Innuity, Inc. /Ut/ – INNUITY, INC. STOCK PURCHASE AGREEMENT (March 6th, 2007)

This Stock Purchase Agreement (this “Agreement”) is dated as of December 29, 2006, by and between Innuity, Inc., a Utah corporation (the “Company”), and Maryanne Dennis, an individual (the “Purchaser”).

Innuity, Inc. /Ut/ – EXHIBIT A REGISTRATION RIGHTS AGREEMENT (March 6th, 2007)

This Registration Rights Agreement (this “Agreement”) between Innuity, Inc., a Utah corporation (the “Company”), and Acquirint, LLC, a Nevada limited liability company (the “Seller”) takes effect on December 22, 2006.

Innuity, Inc. /Ut/ – INNUITY, INC. STOCK PURCHASE AGREEMENT (March 6th, 2007)

This Stock Purchase Agreement (this “Agreement”) is dated as of December 29, 2006, by and between Innuity, Inc., a Utah corporation (the “Company”), and Seaport Ventures, a (the “Purchaser”).

Innuity, Inc. /Ut/ – EXHIBIT A REGISTRATION RIGHTS AGREEMENT (March 6th, 2007)

This Registration Rights Agreement (this “Agreement”) between Innuity, Inc., a Utah corporation (the “Company”), and Creditdiscovery, LLC, a Nevada limited liability company (the “Seller”) takes effect on December 22, 2006.

Innuity, Inc. /Ut/ – INNUITY, INC. STOCK PURCHASE AGREEMENT (March 6th, 2007)

This Stock Purchase Agreement (this “Agreement”) is dated as of December 29, 2006, by and between Innuity, Inc., a Utah corporation (the “Company”), and John and Maryanne Dennis Foundation, a ________ (the “Purchaser”).

Innuity, Inc. /Ut/ – ASSET PURCHASE AGREEMENT (November 13th, 2006)

EXHIBIT 10.2 EXECUTION COPY ASSET PURCHASE AGREEMENT BETWEEN INNUITY, INC. AND ACQUIRINT, LLC NOVEMBER 8, 2006 EXECUTION COPY TABLE OF CONTENTS PAGE ---- 1. Definitions........................................................... 1 2. Basic Transaction..................................................... 5 2.1 Purchase and Sale of Assets...................................... 5 2.2 No Assumption of Liabilities........................

Innuity, Inc. /Ut/ – INNUITY, INC. ENTERS IN AGREEMENT TO ACQUIRE CREDITDISCOVERY, LLC (November 13th, 2006)

EXHIBIT 99.1 FOR IMMEDIATE RELEASE INNUITY, INC. ENTERS IN AGREEMENT TO ACQUIRE CREDITDISCOVERY, LLC INNUITY TO INTEGRATE INDUSTRY-LEADING, MERCHANT APPROVAL SOFTWARE COMPANY AND PRODUCTS INTO ITS MERCHANT SERVICES BUSINESS LINE REDMOND, WASH. (NOVEMBER 9, 2006) - Innuity, Inc. (OTC BB: INNU), a Software as a Services (SaaS) company that designs, acquires and integrates applications to deliver affordable solutions to small businesses, announced today that it has entered into an agreement to acquire substantially all of the assets of Creditdiscovery LLC and Acquirint LLC for an aggregate purchase price of 454,000 shares of Innuity's common stock and the assumption of $95,000 in liabilities. The acquisitions have been approved by the board of directors of each respective company and are subject to various conditions to close, including the completion of due diligence by Innuity and other

Innuity, Inc. /Ut/ – ASSET PURCHASE AGREEMENT (November 13th, 2006)

EXECUTION COPY EXHIBIT 10.1 ASSET PURCHASE AGREEMENT BETWEEN INNUITY, INC. AND CREDITDISCOVERY, LLC NOVEMBER 8, 2006 EXECUTION COPY TABLE OF CONTENTS PAGE ---- 1. Definitions .......................................................... 1 2. Basic Transaction .................................................... 5 2.1 Purchase and Sale of Assets ..................................... 5 2.2 No Assumption of Liabilities ....................

Innuity, Inc. /Ut/ – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 6th, 2006)

Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (this "Amendment") is entered into as of August 17, 2006, by and between COMERICA BANK ("Bank") and VISTA.COM, INC. ("Vista.com") and JADEON, INC. ("Jadeon", and together with Vista.com referred to herein as "Borrower") The term "Borrower" shall also refer to Jadeon And Vista.com individually. RECITALS A. Vista.com and Bank are parties to that certain Loan and Security Agreement dated as of February 18, 2005, as amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of June 16, 2005 (collectively, the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment. B. Jadeon is an Affiliate of Borrower and desires to become a party to the Agre

Innuity, Inc. /Ut/ – Re: Termination of Proposed Asset Purchase Agreement (August 4th, 2006)

EXHIBIT 10.1 [INNUITY LOGO] Small is the new big. 1569 North Technology Way Orem Utah 84097 801-802-9500 t 801-802-9508 f www.innuity.com June 28, 2006 Mr. Clark Scott Chief Executive Officer Hello Metro Incorporated 605 North Shore Dr., Suite 204 Jeffersonville, Indiana 47130 Re: Termination of Proposed Asset Purchase Agreement Dear Clark: This letter is to formalize the discussions we had regarding the Asset Purchase Agreement, dated March 9, 2006, as amended (the "Agreement"), pursuant to which we agreed to a transaction in which Innuity, Inc. would purchase certain assets and properties from Hello Metro Incorporated, Superfly Advertising, Inc., Treefrog Commerce, Inc., and you (collectively, the "Sellers") that are primarily related to your business of providing internet users local content, guides and information concerning certain cities around the world, and to your internet traffic busines

Innuity, Inc. /Ut/ – SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO (August 4th, 2006)

EXHIBIT 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE ACCEPTABLE TO THE COMPANY. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF

Innuity, Inc. /Ut/ – SECURITIES PURCHASE AGREEMENT (August 4th, 2006)

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of June __, 2006, by and among Innuity, Inc., a Utah corporation (the "Company"), and the purchasers listed on the Schedule of Purchasers (the "Schedule of Purchasers") attached as Exhibit A hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desi

Innuity, Inc. /Ut/ – 15% CONVERTIBLE SECURED PROMISSORY NOTE (August 4th, 2006)

EXHIBIT 10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING THIS NOTE, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR, IF REQUESTED BY THE COMPANY, THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR HOLDER OF THIS NOTE REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. INNUITY, INC. 15% CONVERTIBLE SECURED PROMISSORY NOTE $______________ June __, 2006 Redmond, Washington FOR VALUE RECEIVED, Innuity, Inc., a Utah corporation

Innuity, Inc. /Ut/ – REGISTRATION RIGHTS AGREEMENT (August 4th, 2006)

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June ___, 2006, by and among Innuity, Inc., a Utah corporation (the "Company"), and the purchasers signatory hereto (each such purchaser is a "Purchaser" and collectively, the "Purchasers"). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement"). The Company and the Purchasers hereby agree as follows: 1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: "Advice" shall have the meaning set forth

Innuity, Inc. /Ut/ – STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (May 15th, 2006)

Exhibit 10.1 (AIR COMMERCIAL REAL ESTATE ASSOCIATION LOGO) AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 06-182 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only March 3, 2006 is made by and between Kelly L. Sapp Trust ("LESSOR") and Jadeon, Inc., a Nevada Corporation ("LESSEE"), (collectively the "PARTIES," or individually a "PARTY"). 1.2. PREMISES: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 17841 Mitchell North, Irvine, located in the County of Orange, STATE OF California and generally described as (describe briefly the nature of the property and, if applicable, the "PROJECT", if the property is lo

Innuity, Inc. /Ut/ – AMENDED AND RESTATED 1999 STOCK OPTION PLAN (March 23rd, 2006)

EXHIBIT 10.1 INNUITY, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN SECTION 1. PURPOSE The purpose of the Innuity, Inc. Amended and Restated 1999 Stock Option Plan (the "Plan") is to enhance the long-term shareholder value of Innuity, Inc., a Utah corporation (the "Company"), by offering opportunities to employees, directors, officers, consultants, agents, advisors, and independent contractors of the Company and its Subsidiaries (as defined in Section 2) to participate in the Company's growth and success, and to encourage them to remain in the service of the Company and its Subsidiaries and to acquire and maintain stock ownership in the Company. SECTION 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined as set forth below: 2.1 BOARD "Board" mean

Innuity, Inc. /Ut/ – ASSET PURCHASE AGREEMENT (March 23rd, 2006)

EXHIBIT 10.20 ASSET PURCHASE AGREEMENT by and among Innuity, Inc., a Utah corporation and Hello Metro Incorporated, an Indiana corporation Superfly Advertising, Inc., an Indiana corporation Treefrog Commerce, Inc., an Indiana corporation Clark Scott, an individual ------------------------------- Dated as of March 9, 2006 ------------------------------- ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered i

Source Energy Corp /Ut/ – REGISTRATION RIGHTS AGREEMENT (November 10th, 2005)

Exhibit 4.4 VISTA.COM, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 6, 2005, by and among Vista.com, Inc., a Washington corporation (the "Company"), and the holders of Registrable Securities listed on Schedule A hereto, as it may be amended from time to time (the "Investors"). RECITAL In connection with certain transactions between the Company and the Investors, the parties hereto desire to enter into this Agreement to provide certain registration rights to the Investors, as provided herein. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows: AGREEMENT 1. REGISTRATION RIGHTS. 1.1