FOTV MEDIA NETWORKS INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • New York
Escrow Services AgreementEscrow Services Agreement • August 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • Nevada
This Escrow Services Agreement (this “Agreement”) is made and entered into as of August 2016 by and between Provident Trust Group, LLC, a regulated trust company supervised and examined by the Nevada state banking authority (“Provident” or “Escrow Agent”), Monarch Bay Securities, LLC, a FINRA Broker/Dealer and SIPC Member Firm (“Monarch” or “Underwriter”) and FOTV Media Networks Inc. (“Issuer”).
EMPLOYMENT AGREEMENT FOR AN EXECUTIVEEmployment Agreement • November 13th, 2015 • FilmOn.TV Networks Inc. • Services-video tape rental • California
This Agreement replaces and supersedes the prior Employment Agreement For An Executive, dated July 11, 2011, between the Executive and FilmOn.Com, Inc. The Executive confirms that such prior agreement is terminated as of the date hereof, with no further liability or obligation on the part of FilmOn.Com, Inc. or any of its affiliates.
FOTV MEDIA NETWORKS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • New York
FILMON.TV NETWORKS INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2015 • FilmOn.TV Networks Inc. • Services-video tape rental • New York
The undersigned (the “Investor”) hereby confirms its agreement with FilmOn.TV Networks Inc., a Delaware corporation (the “Company”), as follows:
FOTV MEDIA NETWORKS INC. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • New York
FOTV MEDIA NETWORKS INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • California
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 2, 2016, by and between FOTV Media Networks Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
BRIGHTROLL PUBLISHER AGREEMENTBrightroll Publisher Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • California
BrightRoll, Inc. (hereafter, “Ad Network”), a Delaware corporation, having its principal offices at 343 Sansome Street, 6th Floor, San Francisco, CA 94104, and FilmOn.TV Networks Inc. (hereafter “Publisher”), (each a “Party” and together the “Parties”) hereby enter into this Publisher Agreement (this “Agreement”) as of the date entered below, with Publisher delivering Ad Network advertising campaigns (“Ads” or “Creatives”) across Publishers websites, including websites Publisher has the right to place Ads on, or mobile applications or connected TV applications or storefronts (together, the “Sites”).
DISTRIBUTION AGREEMENTDistribution Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • California
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of May 5, 2016 (“Effective Date”) by and between HUSA Development Inc., formerly Hologram USA Productions Inc. (“Licensor”), and Hologram FOTV Productions Inc. (“Licensee”). Each of Licensor and Licensee are a “Party” and both collectively are the “Parties”.
DISTRIBUTION AGREEMENTDistribution Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • California
THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of May 5, 2016 (“Effective Date”) by and between Alki David Productions Inc. (“Licensor”), and FilmOn.TV Networks Inc. (“Licensee”). Each of Licensor and Licensee are a “Party” and both collectively are the “Parties”.
Form of Subscription AgreementForm of Subscription Agreement • August 12th, 2016 • FOTV Media Networks Inc. • Services-video tape rental
This subscription (this “Subscription”) is dated , 2016, by and between the investor identified on the signature page hereto (the “Investor”) and FOTV Media Networks, Inc., a Delaware corporation (the “Company”). The parties agree as follows:
BUSINESS PARTNERSHIP AGREEMENTBusiness Partnership Agreement • November 13th, 2015 • FilmOn.TV Networks Inc. • Services-video tape rental • New York
This Business Partnership Agreement (this “Agreement”) is entered into as of August 1, 2012 (“Effective Date”) by and between Lenovo (Singapore) Pte Ltd. (“Lenovo”) a company organized and existing under the laws of Singapore with its office located at 151, Lorong Chuan, #02-01, New Tech Park, Singapore 556741, and FilmOn.TV Networks (“Partner” or “FilmOn”) a company organized and existing under the laws of Delaware with its office located at 301 N. Canon Drive, Suite 208, Beverly Hills, CA 90210. Each of Lenovo and Partner is referred to herein as a “Party” and are collectively referred to herein as the “Parties”.
Form of Subscription AgreementForm of Subscription Agreement • August 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental
This subscription (this “Subscription”) is dated , 2016, by and between the investor identified on the signature page hereto (the “Investor”) and FOTV Media Networks, Inc., a Delaware corporation (the “Company”). The parties agree as follows:
FORM OF PUBLISHER AGREEMENTForm of Publisher Agreement • November 13th, 2015 • FilmOn.TV Networks Inc. • Services-video tape rental • California
[ADVERTISING CUSTOMER] (hereafter, “Ad Network”), a [STATE] [BUSINESS FORM], having its principal offices at , and FilmOn.TV Networks Inc. (hereafter “Publisher”), (each a “Party” and together the “Parties”) hereby enter into this Publisher Agreement (this “Agreement”) as of the date entered below, with Publisher delivering Ad Network advertising campaigns (“Ads” or “Creatives”) across Publishers websites, including websites Publisher has the right to place Ads on, or mobile applications or connected TV applications or storefronts (together, the “Sites”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG FILMON.TV NETWORKS INC. OVG ACQUISITION CORPORATION OVGUIDE.COM, INC. AND SECURITYHOLDER REPRESENTATIVE Dated as of February 29, 2016Agreement and Plan of Merger And • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (the “Agreement”) is made and entered into as of February 29, 2016 by and among FilmOn.TV Networks Inc., a Delaware corporation (“Parent”), OVG Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”), OVGuide.com, Inc., a Delaware corporation (the “Company”), and Peter Lee, who will serve as the representative of the Holdback Participants, Optionholders and Bonus Recipients and is referred to herein from time to time as the “Securityholder Representative.” The capitalized terms used but not defined in this Agreement have the definitions ascribed to such terms in Section 1.6 of this Agreement.
DATED 31 October 2013 BRITISH SKY BROADCASTING LIMITED and THE BROADCASTER EPG SERVICES AGREEMENTEpg Services Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • England
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • August 29th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this 25th day of August 2016, by and among FOTV MEDIA NETWORKS INC., a Delaware corporation (the “Company”), having an address at 338 N. Canon Drive, 3rd Floor, Beverly Hills, California 90210, MONARCH BAY SECURITIES, LLC (the “Underwriter”), a California limited liability company, having an address at 898 N. Sepulveda Blvd., Suite 475, El Segundo, CA 90245, and UMB BANK, N.A. (the “Escrow Agent”), a national banking association organized and existing under the laws of the United States of America , having an office at 1010 Grand Boulevard, 4th Floor, Kansas City, MO 64106. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus incorporated in the Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission on July 5, 2016, in connection with the Company’s initial public offering of its shares of Common Stock, as amended or suppleme
Shared Executive AgreementShared Executive Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • California
Client hereby engages Consultant to provide personal services and assistance with the corporate operations of the Client and its Affiliates, including but not limited to “FilmOn.TV Networks”, “FilmOn.com Pic”, “FilmOn.com Inc”; “FilmOn.TV Inc”, “Battlecam.com”; “FilmOn Mobile Inc.”; Interactive Artist Management; “9021go Inc”; “FilmOn Labs”; and related initiatives referred to as the “Business Opportunity”.
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this day of 2015, by and among FILMON.TV NETWORKS INC., a Delaware corporation (the “Company”), having an address at 338 N. Canon Drive, 3rd Floor, Beverly Hills, California 90210, BURNHAM SECURITIES INC. (the “Underwriter”), a Delaware corporation, having an address at 18500 Von Karman Ave., Suite 560, Irvine, California 92612, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus incorporated in the Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission on September , 2015, in connection with the Company’s initial public offering of its shares of Common Stock, as amended or supplemented from time to time, including all exhibits thereto (the “Prospectus”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of December , 2011 (the “Effective Date”-), by and between OVGUIDE.COM, INC. a Delaware (the “Company”), and SANJAY REDDY, an individual (the “Executive”), with reference to the following facts:
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • August 12th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this day of 2016, by and among FOTV MEDIA NETWORKS INC., a Delaware corporation (the “Company”), having an address at 338 N. Canon Drive, 3rd Floor, Beverly Hills, California 90210, MONARCH BAY SECURITIES, LLC (the “Underwriter”), a California limited liability company, having an address at 898 N. Sepulveda Blvd, Suite 475 El Segundo, CA 90245, and UMB BANK, N.A. (the “Escrow Agent”), a nationally chartered bank, having an office at 1670 Broadway, Denver, CO 80202. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Prospectus incorporated in the Registration Statement on Form S-1, originally filed with the U.S. Securities and Exchange Commission on July 5, 2016, in connection with the Company’s initial public offering of its shares of Common Stock, as amended or supplemented from time to time, including all exhibits thereto (the “Prospectus”).
DISH Business Advantage Commercial Plan AgreementDish Business Advantage Commercial Plan Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental
This agreement (“Agreement”) sets forth the terms and conditions of the DISH Business Advantage Commercial plan. The Commercial Customer Agreement (“CCA”), is incorporated by reference herein and contains additional terms and conditions. The CCA is included in your receiver’s user guide and is available online at dish.com/legal.
Shared Executive Agreement (the “Agreement”)Shared Executive Agreement • November 13th, 2015 • FilmOn.TV Networks Inc. • Services-video tape rental • California
This Agreement, effective November 1, 2015, executed between the parties sets forth the terms on which Consultant provides personnel and services to Client. Client hereby engages Consultant to provide personal services and assistance with the corporate operations of the Client and its Affiliates, including but not limited to “FilmOn.TV Networks”, “FilmOn TV Inc” and “FilmOn TV UK Ltd”; and related initiatives referred to as the “Business Opportunity”.
ContractLLC Membership Interest Purchase Agreement • July 5th, 2016 • FOTV Media Networks Inc. • Services-video tape rental • California
This LLC Membership Interest Purchase Agreement (this “Purchase Agreement”) is entered into as of December 28, 2015 by and between RMH Holdings Parent, LLC a Delaware limited liability company (the “Seller”), and FilmOn. TV Networks Inc., a Delaware corporation (the “Buyer”).
