EXHIBIT 1 --------- JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments...Joint Filing Agreement • January 18th, 2006 • Juniper Partners Acquisition Corp. • Blank checks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class B Common Stock, par value $.0001 per share, of Juniper Partners Acquisition Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
WITNESSETHLease Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Texas
L.L.Firestone Employment Agreement Page 1Employment Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Texas
C.K. Firestone Employment Agreement Page 1Employment Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Texas
REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of the ____ day of __________, 2005, by and among JUNIPER PARTNERS ACQUISITION CORP., a Delaware corporation (the "Company"), and the undersigned parties listed under Investor on the...Registration Rights Agreement • March 1st, 2005 • Juniper Partners Acquisition Corp. • New York
SECURITY AGREEMENT Firestone Communications, Inc., a Delaware corporation 6125 Airport Freeway, Suite 200 Fort Worth, Texas 76117 Attention: Mr. Leonard L. Firestone (Hereinafter referred to as "Borrower") 12K, LLC, a Florida limited liability company...Security Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks
EMPLOYMENT AGREEMENT AGREEMENT, dated as of August 15, 2006, between STUART B. REKANT, residing at 880 Fifth Avenue, New York, New York 10021 ("Executive"), and JUNIPER PARTNERS ACQUISITION CORP., a Delaware corporation having its principal office at...Employment Agreement • August 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • New York
EXECUTION FORM STOCK OPTION AGREEMENT AGREEMENT, made as of August 15, 2006 by and between Juniper Partners Acquisition Corp., a Delaware corporation ("Company"), with principal offices located at 56 West 45th Street, Suite 805, New York 10036, and...Stock Option Agreement • August 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • New York
BETWEENUnderwriting Agreement • June 28th, 2005 • Juniper Partners Acquisition Corp. • Blank checks • New York
BY AND AMONGAgreement and Plan of Merger • August 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • New York
ARTICLE II TERMS OF LETTER OF CREDIT, REIMBURSEMENT AND OTHER PAYMENTSReimbursement Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Florida
WARRANT AGREEMENT Agreement made as of __________ ___, 2005 between Juniper Partners Acquisition Corp., a Delaware corporation, with offices at 56 West 45th Street, Suite 805, New York, New York 10036 ("Company"), and Continental Stock Transfer &...Warrant Agreement • June 28th, 2005 • Juniper Partners Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between Juniper Partners Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's Registration...Investment Management Trust Agreement • March 1st, 2005 • Juniper Partners Acquisition Corp. • New York
FIRESTONE COMMUNICATIONS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement between Firestone Communications, Inc., a Delaware corporation ("Employer"), and LEONARD L. FIRESTONE ("Employee") is made effective as of...Employment Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks
DEFINITIONSEmployment Agreement • August 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Texas
Authorized Public Offering Price: $10.50 per Series A Unit $10.10 per Series B Unit Dealers' Selling Concession: Not to exceed $0.__ per Series A Unit and $0.__ per Series B Unit payable upon termination of this Agreement, except as provided below. We...Selected Dealers Agreement • March 1st, 2005 • Juniper Partners Acquisition Corp. • New York
AFFILIATION AGREEMENT THIS AGREEMENT, made as of the ____ day of _________, is by and between Firestone Communications, Inc., a Delaware Corporation ("Network"), and ___________________________________, a ____________ ("Affiliate"), regarding the...Affiliation Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • New York
NUMBER (SEE REVERSE SIDE FOR LEGEND) WARRANTS __________ (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, __________, 2010 JUNIPER PARTNERS ACQUISITION CORP.Number • March 1st, 2005 • Juniper Partners Acquisition Corp.
is the registered holder of a Warrant or Warrants expiring ________, 2010 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of Juniper Partners Acquisition Corp., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination and _________, 2006, such number of Shares of the Company at the price of $5.00 per share (subject to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement between the Co
12,500 SERIES A UNITS AND/OR 62,500 SERIES B UNITS OFJuniper Partners Acquisition Corp. • June 28th, 2005 • Blank checks • New York
25,000 SERIES A UNITS AND/OR 125,000 SERIES B UNITS OFJuniper Partners Acquisition Corp. • March 1st, 2005 • New York
ASSIGNMENT AND MODIFICATION OF PROMISSORY NOTESSecurity Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Florida
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • September 15th, 2006 • Juniper Partners Acquisition Corp. • Blank checks • New York
This Warrant Clarification Agreement (this ‘‘Agreement’’), dated September 12, 2006, is to the Warrant Agreement, dated as of July 13, 2005 (the ‘‘Warrant Agreement’’), by and between Juniper Partners Acquisition Corp., a Delaware corporation (‘‘Company’’), and Continental Stock Transfer & Trust Company, a New York corporation (‘‘Warrant Agent’’).
ARTICLE II REPRESENTATIONS AND WARRANTIES; COVENANTS OF THE STOCKHOLDERSVoting Agreement • August 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Delaware
PROMISSORY NOTEReimbursement Agreement • September 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Florida
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2007 • Juniper Partners Acquisition Corp. • Blank checks • Texas
THIS AGREEMENT is entered into by and between Christopher Firestone, a resident of the State of Texas (the “Executive”) and FIRESTONE COMMUNICATIONS, INC., a Delaware corporation (the “Company”).
STOCK OPTION AGREEMENTStock Option Agreement • January 25th, 2007 • Juniper Partners Acquisition Corp. • Blank checks • Delaware
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of August 15, 2006 by and among the Company, Firecomm Acquisition, Inc., Firestone and certain of the stockholders of Firestone and pursuant to the Company’s 2006 Incentive Equity Plan (“Plan”), the Board of Directors of the Company authorized the grant to the Executive of an option (“Option”) to purchase an aggregate of 120,000 shares of the authorized but unissued common stock of the Company, $.0001 par value (“Common Stock”), conditioned upon the Executive’s acceptance thereof upon the terms and conditions set forth in this Agreement and subject to the terms of the Plan (capitalized terms used herein and not otherwise defined have the meanings set forth in the Plan); and
AMENDMENT TO UNIT PURCHASE OPTIONUnit Purchase Option • September 15th, 2006 • Juniper Partners Acquisition Corp. • Blank checks
This AMENDMENT TO UNIT PURCHASE OPTION (this ‘‘Amendment’’), dated September 12, 2006, is made by and between Juniper Partners Acquisition Corp. (the ‘‘Company’’) and HCFP/Brenner Securities LLC (‘‘Holder’’), to that certain Unit Purchase Option referred to below.
AGREEMENT ---------Transponder and Services Agreement • November 6th, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Texas
SECURITIES PURCHASE AGREEMENT BETWEEN JUNIPER CONTENT CORPORATION AND CERTAIN INVESTORS Dated: February 29, 2008Securities Purchase Agreement • March 3rd, 2008 • Juniper Content Corp • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the ___ day of January 2008, by and between Juniper Content Corporation, a Delaware corporation (“Company”), and each person or entity whose name appears on Schedule I (each an “Investor” and collectively, the “Investors”).
FIRESTONE COMMUNICATIONS LETTERHEAD] July 14, 2006 Mr. David M. Cornell II Chief Operating Officer USFR Media Group 777 Post Oak Blvd., Suite 610 Houston, TX 77056 Dear Dave, In accordance with our telephone conversation, I have outlined the terms of...Network Service Agreement • November 6th, 2006 • Juniper Partners Acquisition Corp. • Blank checks • Texas
AMENDMENT NO.1 TO STOCK OPTION AGREEMENTStock Option Agreement • November 30th, 2006 • Juniper Partners Acquisition Corp. • Blank checks
SECURITY AGREEMENTSecurity Agreement • February 13th, 2009 • Juniper Content Corp • Blank checks • New York
JUNIPER PARTNERS ACQUISITION CORP. Hidden Treasures, Inc. 56 West 45th Street Suite 805 New York, New York 10036 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement...Juniper Partners Acquisition Corp. • March 1st, 2005
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering of the securities of Juniper Partners Acquisition Corp. ("Company") and continuing until (the "Termination Date") the earlier of the consummation by the Company of a "Business Combination" or the Company's liquidation, Hidden Treasures, Inc. shall make available to the Company certain office and administrative services as may be required by the Company from time to time, situated at 56 West 45th Street, Suite 805, New York, New York 10036. In exchange therefore, the Company shall pay Hidden Treasures, Inc. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
ESCROW AGREEMENT ESCROW AGREEMENT ("Agreement") dated [Closing Date] by and among JUNIPER PARTNERS ACQUISITION CORP., a Delaware corporation ("Parent"), RAYMOND K. MASON, AS THE TARGET STOCKHOLDERS' REPRESENTATIVE, being the representative of the...Escrow Agreement • August 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks • New York
August15, 2006Lock-Up Agreement • August 21st, 2006 • Juniper Partners Acquisition Corp. • Blank checks
