EXHIBIT 4.3 ----------- VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON AUGUST 26, 2004 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE...E4l Inc • September 9th, 1999 • Retail-catalog & mail-order houses • Delaware
EXHIBIT 4.2 Warrant -------National Media Corp • August 18th, 1998 • Retail-catalog & mail-order houses • Delaware
ANDLoan and Security Agreement • February 19th, 1999 • National Media Corp • Retail-catalog & mail-order houses • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger • October 31st, 1995 • National Media Corp • Retail-catalog & mail-order houses • Delaware
b) In the event the Grantee wishes to exercise the Option, the Grantee shall send a written notice to the Grantor (the "Stock Exercise Notice") specifying a date (subject to the HSR Act (as defined below)) not later than 10 business days and not...Stock Option Agreement • January 16th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Delaware
Annex V to Subscription Agreement REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 21, 2000 (this "Agreement"), is made by and between e4L, INC., a Delaware corporation (the "Company"), and the person named on the...Registration Rights Agreement • March 24th, 2000 • E4l Inc • Retail-catalog & mail-order houses • Delaware
EXHIBIT 4.15 WARRANT AGREEMENT BY AND BETWEEN NATIONAL MEDIA CORPORATIONWarrant Agreement • September 25th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement"), dated as of May 14, 1999, is made by and between LEHMAN BROTHERS INC. ("Lehman") and e4L, INC., a Delaware corporation formerly known as National Media Corporation ("NMC")....Settlement Agreement • June 30th, 1999 • E4l Inc • Retail-catalog & mail-order houses • New York
Right to Purchase ______ Shares of Common Stock, par value $.01 per shareNational Media Corp • March 18th, 1998 • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.1 Employment Agreement, dated as of June 2, 1998, between the Company and John Sullivan EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is dated as of June 2, 1998 and is between NATIONAL MEDIA CORPORATION, a Delaware...Employment Agreement • August 14th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Pennsylvania
e4L, INC. STOCK PURCHASE WARRANTE4l Inc • January 13th, 2000 • Retail-catalog & mail-order houses • Delaware
LOAN AGREEMENTLoan Agreement • July 8th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Pennsylvania
EXHIBIT 10.32 AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT --------------------------- THIS AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of February 8, 2000, between FOOTHILL CAPITAL...Loan and Security Agreement • July 13th, 2000 • E4l Inc • Retail-catalog & mail-order houses • California
EXHIBIT 10.10 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT ----------------------------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered as of April 28, 1997 by and between NATIONAL MEDIA CORPORATION (the "Company"), a Delaware corporation...Employment Agreement • August 14th, 1997 • National Media Corp • Retail-catalog & mail-order houses • Pennsylvania
Right to Purchase ________________ Shares of Common Stock of e4L, Inc. e4L, INC.E4l Inc • March 24th, 2000 • Retail-catalog & mail-order houses • Delaware
e4L, Inc. STOCK PURCHASE WARRANTE4l Inc • April 11th, 2000 • Retail-catalog & mail-order houses • Delaware
EMPLOYMENT AGREEMENT AGREEMENT, made as of the 24th day of October, 1995, by and between DIRECTAMERICA CORPORATION, a Delaware corporation (the "Company"), a wholly-owned subsidiary of National Media Corporation ("National Media"), and BRUCE D....Employment Agreement • October 31st, 1995 • National Media Corp • Retail-catalog & mail-order houses • Delaware
EXHIBIT 10.1Stock Purchase Agreement • August 18th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Delaware
EXHIBIT 4.4Rights Agreement • August 18th, 1998 • National Media Corp • Retail-catalog & mail-order houses
Exhibit 10.41 THIS EMPLOYMENT AGREEMENT is made as of January 29, 1999 by and between DANIEL M. YUKELSON ("Executive"), and National Media Corporation, a Delaware corporation ("Company"), located at 15821 Ventura Boulevard, 5th Floor, Encino,...Employment Agreement • June 29th, 1999 • E4l Inc • Retail-catalog & mail-order houses • California
Exhibit 10.8 STOCK PLEDGE AGREEMENT (SUBSIDIARIES) THIS STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of December ___, 1998, is entered into among POSITIVE RESPONSE TELEVISION, INC., a Delaware corporation, NATIONAL MEDIA HOLDINGS, INC., a...Stock Pledge Agreement • February 19th, 1999 • National Media Corp • Retail-catalog & mail-order houses • California
b) In the event the Grantee wishes to exercise the Option, the Grantee shall send a written notice to the Grantor (the "Stock Exercise Notice") specifying a date (subject to the HSR Act (as defined below)) not later than 10 business days and not...Stock Option Agreement • January 16th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Delaware
Exhibit 10.11 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this "Agreement"), is entered into as of December ___, 1998 between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill") and NATIONAL MEDIA CORPORATION, a Delaware...Subordination Agreement • February 19th, 1999 • National Media Corp • Retail-catalog & mail-order houses • California
EXHIBIT 4.2 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF EXCEPT IN...National Media Corp • February 14th, 1996 • Retail-catalog & mail-order houses • Delaware
Exhibit 10.40 THIS EMPLOYMENT AGREEMENT is made as of January 29, 1999 by and between ERIC R. WEISS ("Executive"), and National Media Corporation, a Delaware corporation ("Company"), located at 15821 Ventura Boulevard, 5th Floor, Encino, California...Employment Agreement • June 29th, 1999 • E4l Inc • Retail-catalog & mail-order houses • California
EXHIBIT 10.1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (the "Amendment") to the Employment Agreement dated April 28, 1997 (as previously amended by Amendment No. 1 to the Employment Agreement dated as of July 23, 1997, the...Employment Agreement • February 13th, 1998 • National Media Corp • Retail-catalog & mail-order houses
BACKGROUNDLoan Modification Agreement • November 14th, 1997 • National Media Corp • Retail-catalog & mail-order houses
Exhibit 4.9 AMENDMENT NO. 6 TO RIGHTS AGREEMENT ("Amendment No. 6") between NATIONAL MEDIA CORPORATION, a Delaware corporation (the "Company") and ChaseMellon Shareholder Services, LLC, a New Jersey Corporation, as Rights Agent (the "Rights Agent"). W...Rights Agreement • July 8th, 1998 • National Media Corp • Retail-catalog & mail-order houses
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement")as of January 28, 1998 by and between NATIONAL MEDIA CORPORATION (the "Company"), a Delaware corporation and ROBERT N. VERRATTI (the...Employment Agreement • February 13th, 1998 • National Media Corp • Retail-catalog & mail-order houses • Pennsylvania
A G R E E M E N TNational Media Corp • February 14th, 1997 • Retail-catalog & mail-order houses
EXHIBIT 10.5 CONSENT, WAIVER, AND AMENDMENT This Consent, Waiver, and Amendment, dated as of January 5, 1998 is made by and between CoreStates Bank, N.A., a national banking association ("Lender") and National Media Corporation, a Delaware corporation...National Media Corp • January 16th, 1998 • Retail-catalog & mail-order houses
EXHIBIT 10.1 WAIVER AGREEMENT This Agreement is made between National Media Corporation (the "Company") and Constantinos I. Costalas (the "Executive") on August 12, 1998. WHEREAS, the Company and the Executive are parties to an Employment Agreement...Waiver Agreement • October 29th, 1998 • National Media Corp • Retail-catalog & mail-order houses
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 1998 • National Media Corp • Retail-catalog & mail-order houses
TRADEMARK SECURITY AGREEMENT (HOLDINGS)Trademark Security Agreement • February 19th, 1999 • National Media Corp • Retail-catalog & mail-order houses • California
