Youthstream Media Networks Inc Sample Contracts

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TO NON-QUALIFIED STOCK OPTION AGREEMENT (DATED JUNE 20, 2000)
Non-Qualified Stock Option Agreement • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services
BETWEEN
Management Services Agreement • March 14th, 2005 • Youthstream Media Networks Inc • Services-advertising • Delaware
July 13, 2000
Merger Agreement • September 27th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services • Delaware
WARRANT HOLDER RIGHTS AGREEMENT
Warrant Holder Rights Agreement • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising • Delaware

This Warrant Holder Rights Agreement (“Agreement”) is made as of the 28th day of August 2003, by and between YouthStream Media Networks, Inc., a Delaware corporation (“Company”) and Jonathan V. Diamond (“Holder”). The parties hereby agree as follows:

EXHIBIT 10.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 20th, 2002 • Youthstream Media Networks Inc • Services-advertising • New York
YOUTHSTREAM MEDIA NETWORKS, INC. Amendment to Employment Agreement
Employment Agreement • September 27th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services
YOUTHSTREAM MEDIA NETWORKS, INC. Amendment to Employment Agreement
Employment Agreement • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services
July 2, 2001
Non-Qualified Stock Option Agreement • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services • New York
MORTGAGE
Mortgage • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising

This Mortgage is made as of this 13th day of August, 2003, by and between Beyond the Wall, Inc., a Delaware corporation, as the “Mortgagor”, and Jess M. Ravich and Tia P. Ravich, Trustees of the Ravich Revocable Trust of 1989, a revocable trust created under the laws of the State of California, whose address is 11766 Wilshire Blvd., Suite 870, Los Angeles, California 90025, as the “Mortgagee”.

PAYOFF AND SETTLEMENT AGREEMENT
Payoff and Settlement Agreement • October 4th, 2005 • Youthstream Media Networks Inc • Services-advertising

This payoff and settlement agreement ("Agreement") is made this 30th day of September 2005, by and among YouthStream Media Networks, Inc. ("YouthStream"), Beyond the Wall, Inc. ("BTW"), 1903 West Main Street Realty Management, LLC ("Main Street"), and Clive Corporation, Inc. ("Clive"), with reference to the following facts:

TO NON-QUALIFIED STOCK OPTION AGREEMENT (DATED JULY 31, 2000)
Non-Qualified Stock Option Agreement • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services
MORTGAGE
Mortgage • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising

This Mortgage is made as of this 13th day of August, 2003, by and between Beyond the Wall, Inc., a Delaware corporation, as the “Mortgagor”, and Jonathan V. Diamond, an adult individual, whose address is 374 West 11th Street #7, New York, NY 10014, as the “Mortgagee”.

SECURITY AGREEMENT Dated as of: January 24, 2003
Security Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York

This Security Agreement is by and among YouthStream Media Networks, Inc., a Delaware corporation ("YouthStream"), Network Event Theater, Inc., a Delaware corporation ("NET"), The Ravich Revocable Trust of 1989 (the "Ravich Trust") and the United States Small Business Administration, as Receiver for Interequity Capital Partners, LP ("Interequity"). Each of YouthStream and NET are individually referred to herein as a "Company" and collectively as the "Companies."

AGREEMENT
Agreement • June 16th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York

THIS AGREEMENT (the “Agreement”) is entered into as of June 9, 2003, by and among YouthStream Media Networks, Inc., a Delaware corporation (“YouthStream”), Network Event Theater, Inc., a Delaware corporation (“Network”), a subsidiary of YouthStream, Beyond the Wall, Inc., a Delaware corporation (“BTW”), the Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee) (the “Ravich Trust”), and the United States Small Business Administration as Receiver for Interequity Capital Partners, LP (“Interequity”), with reference to the following:

AMENDMENT NO. 1 TO PROMISSORY NOTE (Interequity Note)
Youthstream Media Networks Inc • June 16th, 2003 • Services-advertising

THIS AMENDMENT NO. 1 (the “Amendment”) is entered into as of June 9, 2003, by and among YouthStream Media Networks, Inc., a Delaware corporation (“YouthStream”), Beyond the Wall, Inc., a Delaware corporation (“BTW”), and Interequity Capital Partners, LP (“Interequity”), and amends that certain Promissory Note dated January 24, 2003, in the principal sum of $1,000,000, from BTW to Interequity (the “Note”).

Libra Securities, LLC 11766 Wilshire Blvd., Suite 870 Los Angeles, CA 90025
Youthstream Media Networks Inc • February 7th, 2003 • Services-advertising

This letter will confirm that the agreement between us dated May 9, 2002 is terminated and all rights and obligations thereunder are discharged (other than YouthStream Media Networks, Inc.'s and Network Event Theater, Inc.'s obligations under Section 5 Indemnification, and Exhibit A thereof).

AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT January 23, 2003
Restructuring Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York

This Amendment No. 1 to Restructuring Agreement (this "Amendment") amends that certain Restructuring Agreement dated as of January 20, 2003 (the "Agreement") by and among YouthStream Media Networks, Inc. ("YouthStream") and its subsidiary, Network Event Theater, Inc. ("NET"), each of which is a Delaware corporation, and the Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee) (the "Ravich Trust"), the United States Small Business Administration as Receiver for Interequity Capital Partners, LP, TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB, LLC, The Charles and Adele Thurnher Living Trust Dated December 7, 1989 (Charles Thurnher, Trustee), The Morrish Community Property Trust Dated April 15, 1998 (Robert G. Morrish, Trustee), and Jean Smith, Stanley J. Schrager, Richard Coppersmith, Rand Ravich and Jess M. Ravich, individually. The parties to this Amendment are YouthStream, NET and the Ravich Trust. Capitalized terms not defined herein shall have the meanings asc

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AMENDMENT NO.1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 27th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services
FORM OF NOTE--ATACAMA CAPITAL HOLDINGS, LTD. YOUTHSTREAM ACQUISITION CORP. 8.0% SUBORDINATED SECURED NOTE DUE FEBRUARY 28, 2015
Youthstream Media Networks Inc • March 14th, 2005 • Services-advertising • Delaware
Exhibit 2.1 ASSET PURCHASE AND PATENT ASSIGNMENT AGREEMENT
Asset Purchase and Patent Assignment Agreement • October 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • California
July 2, 2001
Youthstream Media • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services • New York
AMENDMENT NO. 2 TO RESTRUCTURING AGREEMENT January 24, 2003
Restructuring Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York

This Amendment No. 2 to Restructuring Agreement (this "Amendment") amends that certain Restructuring Agreement dated as of January 20, 2003, as amended by Amendment No. 1 thereto (the "Agreement"), by and among YouthStream Media Networks, Inc. ("YouthStream") and its subsidiary, Network Event Theater, Inc. ("NET"), each of which is a Delaware corporation, and the Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee) (the "Ravich Trust"), the United States Small Business Administration as Receiver for Interequity Capital Partners, LP ("Interequity"), TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB, LLC, The Charles and Adele Thurnher Living Trust Dated December 7, 1989 (Charles Thurnher, Trustee), The Morrish Community Property Trust Dated April 15, 1998 (Robert G. Morrish, Trustee), and Jean Smith, Stanley J. Schrager, Richard Coppersmith, Rand Ravich and Jess M. Ravich, individually. The parties to this Amendment are YouthStream, NET, the Ravich Trust and Interequ

INTER-CREDITOR AGREEMENT
Inter-Creditor Agreement • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising • Pennsylvania

THIS INTER-CREDITOR AGREEMENT (the “Agreement”) is made this 13TH day of August, 2003, by and between JONATHAN V. DIAMOND (“Diamond”), 374 W. 11th Street #7, New York, NY 10014, and Jess M. Ravich and Tia P. Ravich, as Trustees of the RAVICH REVOCABLE TRUST OF 1989 (the “Trust”), 11766 Wilshire Blvd. #870, Los Angeles, CA 90025.

AMENDMENT NO. 1 TO PROMISSORY NOTE (Ravich Trust Note)
Youthstream Media Networks Inc • June 16th, 2003 • Services-advertising

THIS AMENDMENT NO. 1 (the “Amendment”) is entered into as of June 9, 2003, by and among YouthStream Media Networks, Inc., a Delaware corporation (“YouthStream”), Beyond the Wall, Inc., a Delaware corporation (“BTW”), and the Ravich Revocable Trust of 1989 (the “Ravich Trust”), and amends that certain Promissory Note dated January 24, 2003, in the principal sum of $3,000,000, from BTW to the Ravich Trust (the “Note”).

AGREEMENT REGARDING JOINT FILING
Agreement Regarding Joint Filing • September 10th, 2003 • Youthstream Media Networks Inc • Services-advertising

The undersigned, the Ravich Revocable Trust of 1989, a California revocable trust, Jess M. Ravich and Tia P. Ravich, hereby agree and acknowledge that the information required by the Schedule 13D to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.

AGREEMENT OF SALE
Agreement of Sale • March 11th, 2004 • Youthstream Media Networks Inc • Services-advertising

THIS AGREEMENT OF SALE(this “Agreement”) is made this day of February, 2004, by and between BEYOND THE WALL, INC., a Delaware corporation (“Seller”), and 1903 WEST MAIN STREET REALTY MANAGEMENT, LLC, a Pennsylvania limited liability company (“Buyer”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 11th, 2004 • Youthstream Media Networks Inc • Services-advertising

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made this day of February, 2004, by and among BEYOND THE WALL, INC., a Delaware corporation (the “Seller”), YOUTHSTREAM MEDIA NETWORKS, INC., a Delaware corporation (the “Parent”), CLIVE CORPORATION, INC., a Pennsylvania corporation (“Clive”) (the “Buyer”).

FORM OF NOTE--KES HOLDINGS, LLC YOUTHSTREAM ACQUISITION CORP. 8.0% SUBORDINATED SECURED NOTE DUE FEBRUARY 28, 2015
Youthstream Media Networks Inc • March 14th, 2005 • Services-advertising • Delaware
Existing Director Release to YouthStream Media Networks, Inc.
Youthstream Media Networks Inc • February 7th, 2003 • Services-advertising
SECURED PROMISSORY NOTE
Youthstream Media Networks Inc • March 11th, 2004 • Services-advertising

FOR VALUE RECEIVED, the undersigned, CLIVE CORPORATION, INC., a Pennsylvania corporation and 1903 WEST MAIN STREET REALTY MANAGEMENT, LLC, a Pennsylvania limited liability company, jointly and severally referred to herein as “Borrower,” promise to pay to the order of BEYOND THE WALL, INC., a Delaware corporation, its successors and assigns (“Lender”), the principal sum of ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000.00), together with interest on the principal sum, in lawful money of the United States of America, payable pursuant to the terms and conditions provided for herein. This secured promissory note (this “Note”) is being issued pursuant to that certain Asset Purchase Agreement, dated February , 2004 (the “Purchase Agreement”), to which both Borrower and Lender are parties, as well as Lender’s parent company, YouthStream Media Networks, Inc. (“Parent”) and is secured by the Collateral, as such term is defined in the Security Agreement, dated of even date herewith (the “S

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