Exhibit 10.1 CORAL CAPITAL PARTNERS, INC. www.coralcapital.com November 9, 2001 Multinet International Corp., Inc. Att.: David Lott, President 8100 West Sahara Ave. Suite # 200 Las Vegas, NV. 89117 Re: Engagement for Consulting Services Dear Mr. Lott:...Multinet International Corp Inc • May 7th, 2002 • Services-management services
EXHIBIT 10.9 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 17, 2004 by and between LIMELIGHT MEDIA GROUP INC., a Nevada corporation, with its principal office located at 8000 Centerview Parkway,...Registration Rights Agreement • May 5th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
EXHIBIT 10.10 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of February 17, 2004 by LIMELIGHT MEDIA GROUP INC., a Nevada corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership...Escrow Agreement • May 5th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2007, between Impart Media Group, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EXHIBIT 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of February 17, 2004, by and between LIMELIGHT MEDIA GROUP INC., (the "Company"), and the BUYER(S) listed on Schedule I attached to the...Security Agreement • May 5th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
EXHIBIT 10.15Master Agreement • August 18th, 2004 • Limelight Media Group Inc • Services-management services
February 17, 2004 First American Stock Transfer 1717 East Bell Road, Suite 2 Phoenix, Arizona 85022 Attention: Phil Young RE: LIMELIGHT MEDIA CORPORATION Ladies and Gentlemen: Reference is made to that certain Standby Equity Distribution Agreement...Limelight Media Group Inc • May 5th, 2004 • Services-management services
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of February 17, 2004, by and among LIMELIGHT MEDIA GROUP INC., a Nevada corporation, with headquarters located at 8000 Centerview Parkway, Suite...Securities Purchase Agreement • August 13th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
COMMON STOCK PURCHASE WARRANT IMPART MEDIA GROUP, INC.Impart Media Group Inc • May 25th, 2007 • Services-management services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Impart Media Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 99.3 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into as of this 15th day of September, 2003, by and between Showintel Networks, Inc, (dba Limelight Media Group, Inc.) (hereinafter "LMG") and Pot...Joint Venture Agreement • November 4th, 2003 • Multinet International Corp Inc • Services-management services • Tennessee
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2007 between Impart Media Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.5 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of February 17, 2004 LIMELIGHT MEDIA GROUP INC., a Nevada corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated...Escrow Agreement • May 5th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
ContractImpart Media Group Inc • March 7th, 2006 • Services-management services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
Exhibit 99.2 STRATEGIC ALLIANCE AGREEMENT THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is made and entered into as of this 15 day of July, 2003, by and between Limelight Media Group, Inc (hereinafter "LMG") and IGATE Corp. dba Bluepoint...Strategic Alliance Agreement • November 13th, 2003 • Limelight Media Group Inc • Services-management services • Nevada
EXHIBIT 10.2 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 17, 2004, by and among LIMELIGHT MEDIA GROUP INC., a Nevada corporation, with its principal office located at 8000...Investor Registration Rights Agreement • May 5th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
EXHIBIT 10.11 LIMELIGHT MEDIA GROUP INC PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 5th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
EXHIBIT 10.8 STANDBY EQUITY DISTRIBUTION AGREEMENT AGREEMENT dated as of the 17 day of February 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and LIMELIGHT MEDIA GROUP INC, a corporation...Equity Distribution Agreement • May 5th, 2004 • Limelight Media Group Inc • Services-management services • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrants referred to therein.
RECITALSMaster License Agreement • April 18th, 2002 • Multinet International Corp Inc • Services-management services • Tennessee
WITNESSETH:Consulting Agreement • March 25th, 2003 • Multinet International Corp Inc • Services-management services • Arizona
EXHIBIT 10.14Resale Agreement • August 18th, 2004 • Limelight Media Group Inc • Services-management services • Tennessee
ContractImpart Media Group Inc • February 1st, 2006 • Services-management services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IMPART MEDIA GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
6% CONVERTIBLE DEBENTURE DUE MAY __, 2009Impart Media Group Inc • May 25th, 2007 • Services-management services • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 6% Convertible Debentures of Impart Media Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 1300 North Northlake Way, Seattle, Washington 98103, designated as its 6% Convertible Debenture due May __, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
This Stock Pledge Agreement (this “Agreement”), dated as of January 27, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Impart Media Group, Inc., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. IMPART MEDIA GROUP, INC. and IMPART, INC. Dated: January 27, 2006Security Agreement • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
This Security Agreement is made as of January 27, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), Impart Media Group, Inc., a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
SUBSIDIARY GUARANTYImpart Media Group Inc • February 1st, 2006 • Services-management services • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Impart Media Group, Inc., a Nevada corporation (the “Parent”) and Impart, Inc., a Washington corporation (“Impart” and together with the Parent, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or o
ContractImpart Media Group Inc • April 17th, 2006 • Services-management services
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AGREEMENT LIMELIGHT MEDIA GROUP, INC.Employment Agreement • July 7th, 2005 • Limelight Media Group Inc • Services-management services • Washington
This Employment Agreement (this “Agreement”) is entered into as of June 30, 2005 (the “Commencement Date”) by and between Steven Corey, an individual residing at 4904 111th Avenue NE, Kirkland, Washington 98033 (the “Executive”), and Limelight Media Group, Inc., a corporation organized under the laws of the State of Nevada with offices at 8000 Centerview Parkway, Cordova, Tennessee 38018 (the “Company”).
EMPLOYMENT AGREEMENT IMPART MEDIA GROUP, INC.Employment Agreement • September 12th, 2006 • Impart Media Group Inc • Services-management services • Washington
This Employment Agreement (this “Agreement”) is entered into as of September 1, 2006 (the “Commencement Date”) by and between Todd Weaver, an individual residing at 112 N. 76th Street, Seattle, WA 98103 (the “Executive”), and Impart Media Group, Inc., a corporation organized under the laws of the State of Nevada with offices at 1300 North Northlake Way, Seattle, Washington 98103 (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2006 • Impart Media Group Inc • Services-management services • New York
WHEREAS, pursuant to the terms of an Asset Purchase Agreement dated as of February 6, 2006 (the “Purchase Agreement”) between the Company and Marlin Capital Partners II, on the date hereof, the Company has agreed to issue to Marlin Capital Partners II such number of shares of common stock, $.001 par value, of the Company (the “Common Stock”) as determined pursuant to the Purchase Agreement; and
ASSET PURCHASE AGREEMENT Dated as of February 28, 2006 Among E&M ADVERTISING INC., E&M ADVERTISING WEST/CAMELOT MEDIA, INC., and NEXTREFLEX, INC., as Sellers and IMPART MEDIA ADVERTISING, INC., as BuyerAsset Purchase Agreement • March 6th, 2006 • Impart Media Group Inc • Services-management services • New York
This ASSET PURCHASE AGREEMENT, dated as of February 28, 2006, is by and among E&M ADVERTISING INC., a New York corporation (“E&M”), E&M ADVERTISING WEST/CAMELOT MEDIA, INC., a New York corporation (“Camelot”), and NEXTREFLEX, INC., a New York corporation (“Nextreflex”) and, collectively with E&M, Camelot and Nextreflex, the “Sellers”) and each individually a “Seller”, IMPART MEDIA ADVERTISING, INC., a Nevada corporation (the “Buyer”), and, solely with respect to Section 2.4, Articles IV and IX, Impart Media Group, Inc., a Nevada corporation and the parent entity of Buyer (“IMG”).
RESALE AGREEMENTResale Agreement • April 15th, 2005 • Limelight Media Group Inc • Services-management services • Tennessee
This Resale Agreement (“Agreement”) is made and entered into as of the date of the first signature affixed hereto (the “Effective Date”) by and between Limelight Media Group, Inc., a Nevada corporation, with offices at 8000 Centerview Parkway, Suite 115, Cordova, Tennessee 38018 (“Limelight Media Group”), and the entity identified in the table above (“Champ Car”).
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Dated as of March 3, 2006 among IMPART MEDIA GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT ASeries a Convertible Preferred Stock Purchase • March 7th, 2006 • Impart Media Group Inc • Services-management services • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 3, 2006 by and among Impart Media Group, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
SUBORDINATION AGREEMENTSubordination Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 24th day of May, 2007, by and among the signatories hereto (collectively, the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Security Agreement referred to below.
ContractImpart Media Group Inc • April 17th, 2006 • Services-management services
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN, AND IN PARTICULAR PARAGRAPH (13) OF SECTION 10-5-9 OF THE GEORGIA SECURITIES LAW. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE FEDERAL ACT AND APPLICABLE STATE SECURITIES LAWS OR THE COMPANY IS SATISFIED THAT SUCH REGISTRATION IS NOT REQUIRED.
