Fluent, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 23rd, 2016 • Cogint, Inc. • Services-advertising • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 23, 2016, between Cogint, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AutoNDA by SimpleDocs
FORM OF COMMON STOCK PURCHASE WARRANT COGINT, INC.
Cogint, Inc. • January 11th, 2018 • Services-advertising • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________ or its assigns (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 Initial Exercise Date and on or prior to the earlier of close of business on the two year anniversary of (i) the date the registration statement registering the resale of the Warrant Shares is declared effective by the Securities and Exchange Commission (the “Commission”), or (ii) the commencement date that this Warrant may be exercised by means of a “cashless exercise” pursuant to Section 1(c) (such date, as applicable, the “Termination Date”), but not thereafter, to subscribe for and purchase from Cogint, Inc., a Delaware corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant

COMMON STOCK PURCHASE WARRANT IDI, INC.
IDI, Inc. • May 18th, 2016 • Services-advertising

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 Initial Exercise Date and on or prior to the close of business on the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IDI, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, 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).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 28th, 2015 • IDI, Inc. • Services-advertising • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2015, between IDI, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

IDI, INC. Common Stock ($0.0005 par value per share) Capital on Demand™ Sales Agreement
IDI, Inc. • January 15th, 2016 • Services-advertising • New York

IDI, INC. a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JONESTRADING INSTITUTIONAL SERVICES LLC (the “Agent”), as follows:

Form of Chardan COMMON STOCK PURCHASE WARRANT COGINT, INC.
Cogint, Inc. • November 23rd, 2016 • Services-advertising

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (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 Initial Exercise Date and on or prior to the close of business on the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cogint, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, 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).

INDEMNITY AGREEMENT
Indemnity Agreement • March 15th, 2023 • Fluent, Inc. • Services-advertising • Delaware

This Indemnity Agreement, dated as of _________ ____, 202_ is made by and between Fluent, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one or more of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

65,000,000 CREDIT AGREEMENT among FLUENT, LLC, as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and CITIZENS BANK, N.A., as Administrative Agent Dated as of March 31, 2021...
Credit Agreement • March 31st, 2021 • Fluent, Inc. • Services-advertising • New York

THIS CREDIT AGREEMENT, dated as of March 31, 2021, is by and among FLUENT, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and CITIZENS BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 21st, 2023 • Fluent, Inc. • Services-advertising • New York

THIS CREDIT AGREEMENT, dated as of March 31, 2021, is by and among FLUENT, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined) and CITIZENS BANK, N.A., a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

FLUENT, INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2022 Omnibus Equity Incentive Plan)
Stock Option Agreement • August 21st, 2023 • Fluent, Inc. • Services-advertising • Delaware

THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Fluent, Inc., a Delaware corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2019 • Fluent, Inc. • Services-advertising • New York

This Employment Agreement (this “Agreement”) is made by and between Fluent, Inc. (the “Company”) and the individual identified on Exhibit A attached hereto (the “Employee”) effective as of the Effective Date.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 18th, 2016 • IDI, Inc. • Services-advertising • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2016, between IDI, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AMENDED AND RESTATED TAX MATTERS AGREEMENT by and among Cogint, Inc. and Red Violet, Inc. Dated as of February 27, 2018
Tax Matters Agreement • February 28th, 2018 • Cogint, Inc. • Services-advertising • Delaware

THIS AMENDED AND RESTATED TAX MATTERS AGREEMENT (this “Agreement”), dated as of February 27, 2018 amends that certain Tax Matters Agreement dated September 6, 2017 and is by and among Cogint, Inc., a Delaware corporation (“Cogint”), and Red Violet, Inc., a Delaware corporation (“SpinCo”). Each of Cogint and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

EMPLOYEE MATTERS AGREEMENT by and between COGINT, INC. and RED VIOLET, INC. dated as of February 27, 2018
Employee Matters Agreement • February 28th, 2018 • Cogint, Inc. • Services-advertising • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of February 27, 2018 (this “Agreement”), is entered into by and between Cogint, Inc., a Delaware corporation (“Cogint”) and Red Violet, Inc., a Delaware corporation (“SpinCo”). Each of Cogint and SpinCo is referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Separation Agreement (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2018 • Cogint, Inc. • Services-advertising • New York

This Employment Agreement (this “Agreement”) is made by and between Fluent, LLC (the “Company”) and the individual identified on Exhibit A attached hereto (the “Employee”) effective as of the Effective Date.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 14th, 2015 • IDI, Inc. • Services-advertising • Florida

This Restricted Stock Unit Agreement (this “Agreement”), entered into as of October 2, 2014, sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by The Best One, Inc., a Florida corporation (the “Company”), to (the “Recipient”).

FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT AND NOTICE OF EXERCISE
Cogint, Inc. • October 17th, 2017 • Services-advertising

THIS FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT AND NOTICE OF EXERCISE (this “Amendment”) is dated October 17, 2017 by and among Cogint, Inc. (the “Corporation”) and Intracoastal Capital, LLC (“Warrantholder”). Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Warrant (defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2016 • IDI, Inc. • Services-advertising • Florida

This Employment Agreement (this “Agreement”) is made by and between The Best One, Inc. (the “Company”) and the individual identified on Exhibit A, attached hereto (the “Employee”) effective as of the Effective Date.

SUPPORT AGREEMENT
Support Agreement • May 15th, 2024 • Fluent, Inc. • Services-advertising • New York

This Support Agreement (this “Agreement”), dated as of May 13, 2024, by and between Fluent, Inc., a Delaware corporation (the “Company”), and the stockholder listed on the signature page hereto under the heading “Stockholder” (“Stockholder”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • February 28th, 2018 • Cogint, Inc. • Services-advertising • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of February 27, 2018 by and between COGINT, INC., a Delaware corporation (“Parent”) and RED VIOLET, INC., a Delaware corporation (“Company”).

AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISE
And Agreement • November 8th, 2017 • Cogint, Inc. • Services-advertising

THIS AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISE (this “Amendment”) is dated November 3, 2017 by and among Cogint, Inc. (the “Corporation”) and H.I.G. Whitehorse SMA Holdings I, LLC (“Warrantholder”). Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Warrants (defined below).

AutoNDA by SimpleDocs
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 6th, 2010 • Searchmedia Holdings LTD • Services-advertising • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 30, 2009 by and between SearchMedia Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Mr. Wilfred Chow, an individual (the “Executive”) and effective on the Effective Date (as hereinafter defined). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “SM Group”).

Contract
IDI, Inc. • December 10th, 2015 • Services-advertising • New York

THIS PROMISSORY NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF DECEMBER 8, 2015 AMONG THE FLUENT ACQUISITION I, A DELAWARE CORPORATION, FLUENT, INC., DELAWARE CORPORATION, FLUENT, LLC (F/K/A FLUENT ACQUISITION II, LLC), A DELAWARE LIMITED LIABILITY COMPANY, IDI, INC., A DELAWARE CORPORATION, THE OTHER OBLIGORS (AS DEFINED THEREIN), FROST GAMMA INVESTMENTS TRUST, A TRUST ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, AS A SUBORDINATED CREDITOR, MICHAEL BRAUSER, A FLORIDA RESIDENT, AS A SUBORDINATED CREDITOR, BARRY HONIG, A FLORIDA RESIDENT, AS A SUBORDINATED CREDITOR, AND WHITEHORSE FINANCE, INC., A DELAWARE CORPORATION, AS ADMINISTRATIVE AGENT, TO THE SENIOR OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS PROMISSORY NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 11th, 2018 • Cogint, Inc. • Services-advertising • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2018, between Cogint, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

LIMITED CONSENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • March 27th, 2018 • Cogint, Inc. • Services-advertising • New York

This LIMITED CONSENT AND AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 26, 2018 by and among COGINT, INC. (f/k/a IDI, Inc.), a Delaware corporation, as parent (the “Parent”), FLUENT, LLC, a Delaware limited liability company (“Borrower”), the other borrower parties party hereto (together with the Parent and the Borrower, the “Borrower Parties”), WHITEHORSE FINANCE, INC., as Administrative Agent (in such capacity, together with its successors and assigns, “Administrative Agent”), and the lenders party hereto (collectively, the “Lenders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as defined below).

SECOND AMENDMENT AND JOINDER TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE
Agreement and Plan of Merger • September 10th, 2009 • Id Arizona Corp. • Services-advertising

This SECOND AMENDMENT AND JOINDER TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”) effective this 8th day of September, 2009 is by and among Ideation Acquisition Corp., a corporation incorporated in the State of Delaware, USA (“Ideation”), ID Arizona Corp., a corporation incorporated in the State of Arizona, USA, Earl Yen (the “CSV Representative”), Tommy Cheung and Stephen Lau (collectively, the “DB Representative”), Qinying Liu (the “Management Shareholder Representative” and, together with the CSV Representative and the DB Representative, the “SM Shareholders’ Representatives”), Linden Ventures II (BVI), Ltd. (“Linden”), Vervain Equity Investment Limited (the “Gentfull Transferee”), Sun Hing Associates Ltd. (the “Gavast Transferee”, and, together with the Gentfull Transferee, the “Transferees”) and The Frost Group, LLC (the “Sponsor Entity”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2016 • IDI, Inc. • Services-advertising • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 21, 2014 by and between Tiger Media, Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Jacky Wang, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “TM Group”).

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE
Lock-Up Agreement • September 23rd, 2009 • Id Arizona Corp. • Services-advertising • New York

This THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”) effective this 22nd day of September, 2009 is by and among Ideation Acquisition Corp., a corporation incorporated in the State of Delaware, USA (“Ideation”), ID Arizona Corp., a corporation incorporated in the State of Arizona, USA, Earl Yen (the “CSV Representative”), Tommy Cheung and Terrance Hogan (collectively, the “DB Representative”), Qinying Liu (the “Management Shareholder Representative” and, together with the CSV Representative and the DB Representative, the “SM Shareholders’ Representatives”) and Linden Ventures II (BVI), Ltd. (“Linden”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 19th, 2013 • Tiger Media, Inc. • Services-advertising • Florida

This Stock Purchase Agreement is dated as of August 17, 2012 (this “Agreement”), between SearchMedia Holdings Limited, a Cayman Islands exempted company (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

Third Amendment to Employment Agreement
Employment Agreement • April 17th, 2017 • Cogint, Inc. • Services-advertising

This Third Amendment to Employment Agreement is made as of the 11th day of April, 2017 (the “Third Amendment Effective Date”) by and between Cogint, Inc., a Delaware corporation (the “Company”), and Daniel MacLachlan (the “Employee”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).

SEPARATION AND DISTRIBUTION AGREEMENT by and among COGINT, INC. and RED VIOLET, INC. Dated as of September 6, 2017
Separation and Distribution Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 6, 2017 (this “Agreement”), is entered into by and among Cogint, Inc., a Delaware corporation (“Cogint”), and Red Violet, Inc., a Delaware corporation and a wholly-owned Subsidiary of Cogint (“SpinCo”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I of this Agreement.

BUSINESS CONSULTING SERVICES AGREEMENT
Business Consulting Services Agreement • April 15th, 2015 • Tiger Media, Inc. • Services-advertising

This Business Consulting Services Agreement (the “Agreement”) is entered into effective as of October 13, 2014 (the “Effective Date”) by and between The Best One, Inc., a Florida corporation (the “Company”) and Marlin Capital Investments, LLC, a Florida limited liability company (the “Consultant”). Each of the Company and the Consultant are hereinafter a “Party” and collectively the “Parties.”

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • September 7th, 2017 • Cogint, Inc. • Services-advertising

This Consulting Services Agreement (the “Agreement”) is entered into effective as of June 23, 2017 (the “Effective Date”) by and between Cogint, Inc., a Delaware corporation (the “Company”) and Michael Brauser, (the “Consultant”). Each of the Company and the Consultant are hereinafter a “Party” and collectively the “Parties.”

SECOND AMENDMENT TO AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISE
Warrants and Agreement • December 11th, 2019 • Fluent, Inc. • Services-advertising

THIS SECOND AMENDMENT TO AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISE (this “Amendment”) is dated December 6, 2019 by and among Fluent, Inc., formerly known as Cogint, Inc. (the “Corporation”) and H.I.G. Whitehorse SMA ABF, LP (“Warrantholder”). Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Warrants (defined below).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!