SECURITIES PURCHASE AGREEMENTSecurities 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”).
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 AGREEMENTSecurities 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 AgreementIDI, 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 AGREEMENTIndemnity 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 AGREEMENTCredit 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 AGREEMENTEmployment 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 AGREEMENTSecurities 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”).
FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT AND NOTICE OF EXERCISECogint, 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).
Steven Urbach Chardan Capital Markets, LLC Chief Executive Officer 17 State Street Suite 1600 New York, NY 10004 Tel: 646 465 9002 Fax: 646 465 9091Cogint, Inc. • November 23rd, 2016 • Services-advertising • New York
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTRestricted 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”).
TRANSITION SERVICES AGREEMENTTransition 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”).
EMPLOYEE MATTERS AGREEMENT by and between COGINT, INC. and RED VIOLET, INC. dated as of February 27, 2018Employee 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).
AMENDED AND RESTATED TAX MATTERS AGREEMENT by and among Cogint, Inc. and Red Violet, Inc. Dated as of February 27, 2018Tax 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.”
AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISEAnd 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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”).
ContractIDI, 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 AGREEMENTSecurities 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”).
SECOND AMENDMENT AND JOINDER TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement 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”).
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGELock-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 AGREEMENTStock 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 AgreementEmployment 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).
SECOND AMENDMENT TO AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISEWarrants 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).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE IDI, INC.Restricted Stock Unit Agreement • August 14th, 2015 • IDI, Inc. • Services-advertising • Delaware
THIS AGREEMENT made as of the , between IDI, Inc., a Delaware corporation, (“Company”), and (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the IDI, Inc. 2015 Stock Incentive Plan (as amended to date, the “Plan”). This Agreement shall be effective at the time that it is executed by both parties (“Effective Date”).
AMENDMENT NO. 8 TO CREDIT AGREEMENTCredit Agreement • October 17th, 2018 • Fluent, Inc. • Services-advertising • New York
This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 12, 2018 by and among FLUENT, INC. (f/k/a COGINT, 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).
FIRST AMENDMENT TO AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISEWarrants and Agreement to Exercise • July 13th, 2018 • Fluent, Inc. • Services-advertising
THIS FIRST AMENDMENT TO AMENDMENT TO WARRANTS AND AGREEMENT TO EXERCISE (this “Amendment”) is dated July 9, 2018 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).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGEAgreement and Plan of Merger • July 15th, 2009 • Id Arizona Corp. • Services-advertising
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE (“Amendment”) effective this 27th day of May, 2009, is by and among IDEATION ACQUISITION CORP., a corporation incorporated in the State of Delaware, USA (“Ideation”), Earl Yen (the “CSV Representative”), Tommy Cheung and Stephen Lau (collectively, the “DB Representative”) and Qinying Liu (the “Management Shareholder Representative” and, together with the CSV Representative and the DB Representative, the “SM Shareholders’ Representatives”).
EMPLOYMENT AGREEMENTEmployment 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 24th, 2009 • Searchmedia Holdings LTD • Services-advertising • New York
This Registration Rights Agreement (the “Agreement”) is dated as of October 30, 2009, by and among SearchMedia Holdings Limited, a company with limited liability organized under the laws of the Cayman Islands, or its successors (the “Company” or “ID Cayman”), and the shareholders and other security holders of the Company listed on Schedule A of this Agreement. Each of the shareholders and other security holders listed on Schedule A is sometimes referred to herein as a “Shareholder”, and collectively as the “Shareholders”.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2015 • IDI, Inc. • Services-advertising
This Second Amendment to Employment Agreement (the “Amendment”) is made as of the 16th day of November, 2015 by and between IDI, Inc., a Delaware corporation (“Company”), and James Reilly (“Employee”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Employment Agreement (defined below).
