Adex Media, Inc. Sample Contracts

Adex Media, Inc. and Subsidiaries Unaudited Pro Forma Combined Financial Statements Basis of Pro Forma Presentation
Adex Media, Inc. • November 17th, 2008 • Services-business services, nec

On August 29, 2008, Adex Media, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which the Company acquired substantially all the assets of Bay Harbor Marketing, LLC (“Bay Harbor”), a California limited liability company. The asset purchase agreement was completed on August 29, 2008 (“Closing Date”).

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ADEX MEDIA, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • May 16th, 2008 • Adex Media, Inc. • Services-business services, nec • Delaware

This Director and Officer Indemnification Agreement, dated as of May 13, 2008 (this “Agreement”), is made by and between Adex Media, Inc., a Delaware corporation (the “Company”), and _______________ (the “Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 16th, 2008 • Adex Media, Inc. • Services-business services, nec • California

This employment agreement (this "Agreement"), dated as of May 14, 2008 (the "Effective Date"), is made by and between Abundantad, Inc., a Nevada corporation (the "Company"), and James Kim (the "Executive") (each, a "Party" and together, the "Parties").

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AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG ADEX MEDIA, INC. and ADEX MEDIA ACQUISITION, INC. and ABUNDANTAD, INC. Dated as of April 30, 2008
Agreement of Merger and Plan of Reorganization • May 16th, 2008 • Adex Media, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on April 30, 2008, by and among ADEX MEDIA, INC., a Delaware corporation (“Parent”), ADEX MEDIA ACQUISITION, INC., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and ABUNDANTAD, INC., a Nevada corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 30th, 2008 • Adex Media, Inc. • Services-business services, nec • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2008 (the “Agreement”), between SupportSpan, Inc., a Nevada corporation (the “Corporation”), and Adex Media, Inc., a Delaware corporation (the “Subsidiary”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 24th, 2008 • Adex Media, Inc. • Services-business services, nec • California
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FORM OF LOCK-UP AND SHARE RELEASE AGREEMENT
And Share Release Agreement • August 18th, 2008 • Adex Media, Inc. • Services-business services, nec • Delaware

This Lock-Up and Share Release Agreement (“Agreement”) is entered into on this 12th, day of August, 2008 (the “Effective Date”), by and between AdEx Media Inc., a Delaware corporation (the “Company”) and ____________, an individual (“Shareholder”).

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LOCK-UP AND SHARE RELEASE AGREEMENT
Lock-Up and Share Release Agreement • July 24th, 2008 • Adex Media, Inc. • Services-business services, nec • California

This Lock-Up and Share Release Agreement (“Agreement”) is entered into on this 21st day of July 2008 (the “Effective Date”), by and between AdEx Media Inc., a Delaware corporation (the “Company”) and VibrantAds, LLC, a California limited liability company (“Shareholder”).

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ADEX MEDIA, INC. EMPLOYMENT AGREEMENT
Employment Agreement • August 18th, 2008 • Adex Media, Inc. • Services-business services, nec • California

This Employment Agreement (“Agreement”) by and between AdEx Media, Inc., a Delaware corporation (“Employer”) and Dennis C. Hefter, an individual (“Employee”), is effective as of August 12, 2008 (“Effective Date”). In consideration of the mutual promises made herein, the Company and Employee agree as follows:

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between ADEX MEDIA, INC. and THE MEMBERS OF DIGITAL INSTRUCTOR, LLC August 12, 2008
Membership Interest Purchase Agreement • August 18th, 2008 • Adex Media, Inc. • Services-business services, nec • Delaware

This Membership Interest Purchase Agreement (“Agreement”) dated as of August 12, 2008, is entered into by AdEx Media, Inc., a Delaware corporation (“Buyer”) and the Members of Digital Instructor, LLC, a Colorado limited liability company (the “Company”), listed on Schedule A attached hereto and incorporated herein by reference (each a “Member” and collectively, the “Members,” and with the Buyer, the “Parties” or individually “Party”).

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SECURITY AGREEMENT
Security Agreement • August 18th, 2008 • Adex Media, Inc. • Services-business services, nec • Delaware

THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of August 12, 2008 (“Effective Date”) by and between AdEx Media, Inc., a Delaware corporation, with a principal place of business at 883 North Shoreline Blvd. #A200, Mountain View, Delaware 94043 (“Maker”) and Digital Equity Partners, LLC (the “Holder”).

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ESCROW AGREEMENT
Escrow Agreement • September 3rd, 2008 • Adex Media, Inc. • Services-business services, nec • California

This Escrow Agreement (the “Agreement”) is made and entered into as of August 29, 2008 by and between Adex Media, Inc., a Delaware corporation (the “Buyer”), Bay Harbor Marketing, LLC, a California limited liability company (the “Company”), and Bullivant Houser Bailey PC (the “Escrow Agent”).

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WARRANT TO PURCHASE COMMON STOCK OF ADEX MEDIA, INC.
Adex Media, Inc. • August 14th, 2009 • Services-business services, nec • Delaware

THIS WARRANT (“Warrant”) certifies that, for value received, _____________, a/an individual or corporation, or its permitted assigns registered on the books (collectively, the “Holder”) of Adex Media, Inc., a Delaware corporation (the “Company”), having its principal place of business at 883 N. Shoreline Boulevard, Suite A-200, California 94043, is entitled to purchase at any time during the Exercise Period (as defined below), _____________ whole shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price per share equal to $1.56 (the “Exercise Price”).

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ADEX MEDIA, INC. SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT June ___, 2009
Convertible Preferred Stock and Warrant Purchase Agreement • August 14th, 2009 • Adex Media, Inc. • Services-business services, nec • Delaware

This Series A Convertible Preferred Stock and Warrant Purchase Agreement (“Agreement”) is made as of June __, 2009, by and among Adex Media, Inc., a Delaware corporation (the “Company”), with its principal executive office at 883 N. Shoreline Boulevard, Suite A-200, Mountain View, CA 94043, and the purchasers listed on the Schedule of Purchasers attached as Schedule I hereto (each a “Purchaser” and collectively the “Purchasers”).

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ADEX MEDIA, INC. EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2009 • Adex Media, Inc. • Services-business services, nec • California

This Employment Agreement (“Agreement”) by and between AdEx Media, Inc., a Delaware corporation, (“Employer”) and Kevin Dufficy, an individual (“Employee”), is effective as of October 23, 2009 (“Effective Date”). In consideration of the mutual promises made herein, the Company and Employee agree as follows:

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ASSET PURCHASE AGREEMENT Dated as of April __, 2008
Asset Purchase Agreement • May 16th, 2008 • Adex Media, Inc. • Services-business services, nec • Nevada

This Asset Purchase Agreement (“Agreement”) is entered into as of April __, 2008 by and among Abundantad Incorporated, a Nevada corporation (“Purchaser”) and Kim and Lim, LLC, a ______________ limited liability company (“Seller”), James Kim (“Kim”) and Dennis Hom (“Hom”).

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LOCK-UP AND SHARE RELEASE AGREEMENT
Lock-Up and Share Release Agreement • September 3rd, 2008 • Adex Media, Inc. • Services-business services, nec • California

This Lock-Up and Share Release Agreement (“Agreement”) is entered into on this 29th day of August, 2008 (the “Effective Date”), by and between AdEx Media Inc., a Delaware corporation (the “Company”) and Bay Harbor Marketing, LLC, a California limited liability company (“Bay Harbor”).

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ADEX MEDIA, INC. ADEX MEDIA, INC. EMPLOYEE STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • August 28th, 2009 • Adex Media, Inc. • Services-business services, nec • Delaware

Unless otherwise defined herein, the terms defined in the First Amended and Restated Adex Media, Inc. Employee Stock Option Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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AGREEMENT
Agreement • March 12th, 2009 • Adex Media, Inc. • Services-business services, nec • Delaware

This Agreement (“Agreement”) is entered into on March 6, 2009 (the “Effective Date”) among AdEx Media Inc. (“AdEx”), a Delaware corporation, Digital Equity Partners, LLC (“DEP”), a Colorado limited liability company, and the former members of Digital Instructor, LLC, a Colorado limited liability company (“DI”) listed on the signature page hereto (each a “Member” and collectively, the “Members”).

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AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 15th, 2009 • Adex Media, Inc. • Services-business services, nec • California

This Amendment to Asset Purchase Agreement (“Amendment”) is entered into on May 13, 2009 among Abundantad Incorporated, a Nevada corporation (“Abundantad”), Kim and Lim, LLC, a California limited liability company (“KM”), James Kim (“Kim”) and Dennis Hom (“Hom”).

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ASSET PURCHASE AGREEMENT by and between ADEX MEDIA, INC. and BAY HARBOR MARKETING, LLC
Asset Purchase Agreement • September 3rd, 2008 • Adex Media, Inc. • Services-business services, nec • California
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