Imedia International Inc Sample Contracts

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ARTICLE I DEFINITIONS
Securities Purchase Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement is entered into on the date written below, at Santa Monica, California, between Hollywood Previews, Inc. (the "Company") and, David MacEachern ("Employee"). For good and valid consideration,...
Employment Agreement • March 23rd, 2004 • Imedia International Inc • Non-operating establishments

This Employment Agreement is entered into on the date written below, at Santa Monica, California, between Hollywood Previews, Inc. (the "Company") and, David MacEachern ("Employee"). For good and valid consideration, the Company employs the Employee on the following terms and conditions:

RECITALS:
Agreement and Plan of Merger • April 19th, 2006 • Imedia International Inc • Non-operating establishments • California
WARRANT
Imedia International Inc • April 19th, 2006 • Non-operating establishments • Delaware
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 31st, 2011 • Imedia International Inc • Non-operating establishments • California

This Asset Purchase Agreement (the “Agreement”) is made as of March 31, 2011 (the “Effective Date”), by and between, on the one hand, iMedia (assignment for the benefit of creditors), LLC, a California limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of iMedia International, Inc. (“iMedia International ABC”), iMedia US (assignment of the benefit of creditors), LLC, a California limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of iMedia U.S., LLC (“iMedia US ABC”), and Hollywood Previews (assignment of the benefit of creditors), LLC, a California limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of Hollywood Previews, Inc. (“Hollywood Previews ABC”), with their principal offices located at 1100 La Avenida Street, Building A, Mountain View, California 94043, United States, and, on the other hand, Eagle Content Holdings, LLC, a Californ

Loan Amount: $150,000
Terms Agreement • May 20th, 2010 • Imedia International Inc • Non-operating establishments

Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less. An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the first extension. (Extension Date: 4/15/10) An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the second extension. (Extension Date: 5/20/10)

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 20th, 2008 • Imedia International Inc • Non-operating establishments • California

This Securities Purchase Agreement (this “Agreement”), dated as of May 14, 2008, is entered into by and between iMedia International, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

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Loan Amount: $150,000
Terms Agreement • April 15th, 2010 • Imedia International Inc • Non-operating establishments

Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less. An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of this extension. (Extension Date: 4/15/10)

Exhibit 10.9 License Agreement for Use of Intellectual Properties The following constitutes the Agreement between the Parties, iPublishing, Inc., a California Corporation, with offices located in Santa Monica, California ("iPub"), and Hollywood...
License Agreement • March 23rd, 2004 • Imedia International Inc • Non-operating establishments • California

The following constitutes the Agreement between the Parties, iPublishing, Inc., a California Corporation, with offices located in Santa Monica, California ("iPub"), and Hollywood Previews, Inc., a California Corporation, with offices located in Santa Monica, California (HPI), for the purpose of establishing a License and Use Agreement for specific intellectual properties acquired, developed or controlled by iPub.

COMMON STOCK PURCHASE WARRANT To purchase up to 400,000 shares of common stock of iMEDIA INTERNATIONAL, INC. Dated: May14, 2008
Imedia International Inc • November 20th, 2008 • Non-operating establishments

This common stock purchase warrant (the “Warrant”) certifies that, for value received, Sawtooth Properties, LLLP. (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 given above (the “Initial Exercise Date”) and by the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from iMedia International, Inc., a Delaware corporation (the “Company”), up to 400,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), as calculated based the total investment amount per the related Securities Purchase Agreement of the same date. The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 20th, 2008 • Imedia International Inc • Non-operating establishments • California

This Securities Purchase Agreement (this “Agreement”), dated as of November 13, 2008, is entered into by and between iMedia International, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 27th, 2006 • Imedia International Inc • Non-operating establishments • California

This AGREEMENT (the “ Agreement ”), dated as of October 3, 2006, by and between iMedia International, Inc., a California limited liability company with principal executive offices at 1721 21st Street, Santa Monica, CA (the “ Company ”), and Henry D. Williamson, residing in Los Angeles County, California (the “Executive”).

Loan Terms Agreement
Loan Terms Agreement • February 3rd, 2010 • Imedia International Inc • Non-operating establishments

This loan is guaranteed paid in full within 60 days of the date of funding, using collateral of common stock and or assets of the company, and a total debt service payment not to exceed $200,000 in cash value. In addition lender earns warrants to purchase common stock in iMedia International at the agreed conversion price.

Loan Terms Agreement (Amendment 4)
Loan Terms Agreement • June 4th, 2010 • Imedia International Inc • Non-operating establishments

Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less. An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the first extension. (Extension Date: 4/15/10) An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the second extension. (Extension Date: 5/20/10)

Letter of Intent To: CH Trust Attn: Christine Hughes Re: iMedia International Loan Agreement and Warrants offering.
Imedia International Inc • February 3rd, 2010 • Non-operating establishments

Please be advised that CH Trust has agreed to provide $2,500,000 dollars US total funding (the “Investment”) to iMedia International Inc.; on or before March 12, 2010, in the form of a debt instrument for operating capital and production of the television show and related interactive media platform entitled, “Hollywood Previews”. Related agreements and value propositions have been outlined in exhibits delivered as part of a due diligence package. In addition, a promissory note has been submitted to detail the loan agreement, warrants offering and repayment schedule.

BACKGROUND
Registration Rights Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments • New York
Loan Terms Agreement (Amended)
Loan Terms Agreement • April 8th, 2010 • Imedia International Inc • Non-operating establishments

Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less.

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