SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2004 • Mamma Com Inc • Radiotelephone communications • New York
This Securities Purchase Agreement (this "Agreement") is dated as of June 29, 2004 among Mamma.com, Inc., a Province of Ontario, Canada corporation (the "Company"), and the purchasers identified on the signature pages hereto (each, a "Purchaser" and collectively, the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2004 among Mamma.com, Inc., a Province of Ontario, Canada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
CONSULTING AGREEMENT AGREEMENT ENTERED INTO AT THE CITY OF MONTREAL, PROVINCE OF QUEBEC, THIS 30th DAY OF OCTOBER, 2001Consulting Agreement Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: INTASYS CORPORATION, a corporation duly incorporated according to law, having a place of business in the Province of Quebec, herein acting and represented by David Perez and Daniel Bertrand duly authorized for the purposes hereof as they hereby declare (hereinafter referred to as the "CORPORATION"),
MERRIMAN CURHAN FORD & CO. ADVISORY AGREEMENTMamma Com Inc • May 31st, 2005 • Radiotelephone communications
Merriman Curhan Ford & Co. (“MCF”) is pleased to act as financial advisor to Mamma.com, Inc. (the “Company”). We will provide financial and capital market advisory services to the Company which may include: (i) review of financial statements and non-public internal business plans, (ii) evaluation of strategic alternatives based on Company objectives and MCF industry expertise, (iii) advice on appropriate capital structure and strategies to achieve maximum return to shareholders and (iv) sponsorship for and introductions to institutional investors. The purpose of this letter is to memorialize the terms of our engagement by the Company.
INTASYS CORPORATION AMENDED SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Ontario
THE SECURITIES TO BE ISSUED PURSUANT TO THIS SECURITIES PURCHASE AGREEMENT (THE "AGREEMENT") HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THIS AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES TO BE SOLD PURSUANT TO THIS AGREEMENT IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED TO ANY U.S. PERSON, AS DEFINED IN REGULATION S, OR ANY PERSON IN THE UNITED STATES, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF T
AMENDED PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Ontario
THIS AMENDED PRIVATE PLACEMENT AGREEMENT ("Agreement") made effective as of this 30th day of October, 2002 by and between Intasys Corporation ("Intasys"), an Ontario, Canada corporation having its principal office at 388 rue St. Jacques, Montreal, Quebec, Canada, H2Y 1S1, and Lines Overseas Management Limited ("Lines"), a Bermudan corporation having its principal office at 27 Reid Street, Hamilton, HM 11, Bermuda.
CONSULTING AGREEMENTConsulting Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
INTASYS CORPORATION, a corporation incorporated Under the laws of Canada (hereinafter referred to as the "Company") -and- SAM LUFT, of the City of Montreal, in the Province of Quebec (hereinafter referred to as the "Consultant")
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 29th, 2005 • Mamma Com Inc • Radiotelephone communications
4332903 CANADA INC., a legal person, duly incorporated according to law herein acting and represented by Martin Bouchard, its President, duly authorized hereto as he declares;
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
This Asset Purchase Agreement (the “Agreement”) is entered into as of January 27, 2004 by and among ACE*COMM Corporation, a corporation organized under the laws of Maryland, USA (“Buyer”), ACE*COMM Solutions Australia Pty Limited ABN 95 107 588 938, a company registered under the Australian Corporations Act 2001 (Cth) (“ACE Australian Subsidiary”), Solutions ACE*COMM Corporation (“ACE Canadian Subsidiary”), Mamma.com Inc. (f/k/a Intasys Corporation), a company organized under the laws of the Province of Ontario, Canada (“Mamma.com”), and the wholly owned subsidiaries of Mamma.com that are signatories to this Agreement (referred to hereinafter as the “Mamma.com Subsidiaries,” together with Mamma.com, “Sellers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 1st, 2010 • Copernic Inc • Services-computer programming, data processing, etc. • Quebec
BETWEEN: 2208270 Ontario Limited a corporation established under the laws of Ontario having its registered office at 3565 King Road, King City, Ontario, L7B 1M3; (hereinafter, the “Subscriber”) AND: COPERNIC INC., a corporation governed by the laws of the Province of Ontario having its registered office at 360 Franquet Street, Suite 60, Sainte-Foy, Quebec, G1P 4N3; (hereinafter, the “Corporation”)
INTASYS CORPORATION AMENDED SUBSCRIPTION AGREEMENTSubscription Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Ontario
THE SECURITIES TO BE ISSUED PURSUANT TO THIS SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”) HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION S (“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THIS AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES TO BE SOLD PURSUANT TO THIS AGREEMENT IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
MAMMA.COM USA, INC. ACQUISITION OF SHARES / MEMBERSHIP UNITS OF DIGITALARROW, LLC AND HIGH PERFORMANCE BROADCASTING, INC. JUNE 10, 2004Securities Purchase Agreement • April 14th, 2005 • Mamma Com Inc • Radiotelephone communications • New York
AND: MAMMA.COM USA, INC., a legal person, duly incorporated according to law, herein acting and represented by Guy Fauré, its President and CEO, duly authorized hereto as he so declares,
CONSULTING AGREEMENTConsulting Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
WHEREAS the Company finds it desirable to avail itself of, and the Consultant has agreed to provide to the Company, various consulting, advisory and other services on the terms and conditions hereinafter set forth.
MAMMA.COM INC. AND ZAQ INTERACTIVE SOLUTIONS INC. AND ZAQ INC. ASSET PURCHASE AGREEMENT November 27, 2002Asset Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: ZAQ INTERACTIVE SOLUTIONS INC., a corporation duly incorporated according to the laws of Canada, herein represented by Yves Simard, its duly authorized representative, as he so declares
PRIVATE AND CONFIDENTIALMamma Com Inc • May 31st, 2005 • Radiotelephone communications • New York
We are pleased to propose that Intasys Corporation (“Intasys” or the “Company”) retain Maxim Group LLC (“Maxim”), on a non-exclusive basis, as its investment banker, strategic advisor and financial advisor. The principal elements of the agreement (“Agreement”) between Maxim and the Company are:
ContractIntasys Corp • June 30th, 2003 • Radiotelephone communications • New York
David Goldman Chairman and CEO Intasys Corporation 388 St. Jacques Street West 8th Floor Montreal, Quebec H2Y 1S1 Dear Mr. Goldman:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
This Asset Purchase Agreement (the “Agreement”) is entered into as of January 27, 2004 by and among ACE*COMM Corporation, a corporation organized under the laws of Maryland, USA (“Buyer”), ACE*COMM Solutions Australia Pty Limited ABN 95 107 588 938, a company registered under the Australian Corporations Act 2001 (Cth) (“ACE Australian Subsidiary”), Solutions ACE*COMM Corporation (“ACE Canadian Subsidiary”), Mamma.com Inc. (f/k/a Intasys Corporation), a company organized under the laws of the Province of Ontario, Canada (“Mamma.com”), and the wholly owned subsidiaries of Mamma.com that are signatories to this Agreement (referred to hereinafter as the “Mamma.com Subsidiaries,” together with Mamma.com, “Sellers”).
AMENDEMENT TO CONSULTING AGREEMENTConsulting Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: MAMMA.COM INC. (formerly Intasys Corporation); a corporation duly incorporated according to law, having a place of business in the Province of Quebec, herein acting and represented by Guy Fauré, duly authorized for the purposes hereof (hereinafter referred to as the “CORPORATION”)
AMENDED PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Ontario
THIS AMENDED PRIVATE PLACEMENT AGREEMENT (“Agreement”) made effective as of this 30th day of October, 2002 by and between Intasys Corporation (“Intasys”), an Ontario, Canada corporation having its principal office at 388 rue St. Jacques, Montreal, Quebec, Canada, H2Y 1S1, and Lines Overseas Management Limited (“Lines”), a Bermudan corporation having its principal office at 27 Reid Street, Hamilton, HM 11, Bermuda.
CONSULTING AGREEMENTConsulting Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: INTASYS CORPORATION, a corporation duly incorporated according to law, having a place of business in the Province of Quebec, herein acting and represented by David Perez and Daniel Bertrand duly authorized for the purposes hereof as they hereby declare
SECURITIES PURCHASE AGREEMENT made and entered into at the City of Boca Raton, State of Florida as of the 10th day of June, 2004.Securities Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • New York
AND: MAMMA.COM USA, INC., a legal person, duly incorporated according to law, herein acting and represented by Guy Fauré, its President and CEO, duly authorized hereto as he so declares,
ContractMamma Com Inc • May 27th, 2004 • Radiotelephone communications • New York
David Goldman Chairman and CEO Intasys Corporation 388 St. Jacques Street West 8th Floor Montreal, Quebec H2Y 1S1 Dear Mr. Goldman:
ASSET PURCHASE AGREEMENT made as of May 14, 2009.Subscription Services Agreement • April 1st, 2010 • Copernic Inc • Services-computer programming, data processing, etc.
AMONG: COPERNIC INC., a corporation duly incorporated under the laws of Ontario, having its head office at 66 Wellington Street West, Suite 4200, Toronto, Ontario, M5K 1N6, herein acting and represented by Marc Ferland, its President and Chief Executive Officer, duly authorized for the purposes hereof as he so declares; (hereinafter referred to as the “Seller”) AND: EMPRESARIO INC., a corporation duly incorporated, under the laws of the State of Illinois, having its head office at 216 S. Jefferson, Suite 304, Chicago, Illinois, USA, 60661, herein acting and represented by Omar Solis, its President, duly authorized for the purposes hereof as he so declares; (hereinafter referred to as the “Purchaser”)
AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENTSubscription Agreement • April 1st, 2010 • Copernic Inc • Services-computer programming, data processing, etc.
BETWEEN: 2208270 ONTARIO LIMITED, a corporation established under the laws of Ontario having its registered office at 3565 King Road, King City, Ontario, L7B 1M3; (hereinafter, the “Subscriber”) AND: COPERNIC INC., a corporation governed by the laws of the Province of Ontario having its registered office at 360 Franquet Street, Suite 60, Sainte-Foy, Quebec, G1P 4N3; (hereinafter, the “Corporation”)
MAMMA.COM INC. AND ZAQ INTERACTIVE SOLUTIONS INC. AND ZAQ INC. ASSET PURCHASE AGREEMENT NOVEMBER 27, 2002Mamma Com Inc • May 27th, 2004 • Radiotelephone communications • Quebec
BY AND BETWEEN: ZAQ INTERACTIVE SOLUTIONS INC., a corporation duly incorporated according to the laws of Canada, herein represented by Yves Simard, its duly authorized representative, as he so declares (hereinafter referred to as "ZAQ")
SECOND AMENDMENT TO THE PURCHASE AGREEMENT dated November 12th, 2009The Purchase Agreement • April 1st, 2010 • Copernic Inc • Services-computer programming, data processing, etc.
AMONG: COPERNIC INC., a corporation duly incorporated under the laws of Ontario, having its head office at 66 Wellington Street West, Suite 4200, Toronto, Ontario, M5K 1N6, herein acting and represented by Marc Ferland, its President and Chief Executive Officer, duly authorized for the purposes hereof as he so declares; (the “Seller”) AND: EMPRESARIO INC., a corporation duly incorporated, under the laws of the State of Illinois, having its head office at 216 S. Jefferson, Suite 304, Chicago, Illinois, USA, 60661, herein acting and represented by Omar Solis, its President, duly authorized for the purposes hereof as he so declares; (the “Purchaser”) AND: OMAR SOLIS, residing at 216 S. Jefferson, Suite 304, Chicago, Illinois, USA, 60661; (the “Guarantor”) (the Seller, the Guarantor and the Purchaser are referred individually as to as “Party” and collectively as “Parties”.)
MERRIMAN CURHAN FORD & CO. ADVISORY AGREEMENTIndemnification Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
Merriman Curhan Ford & Co. (“MCF”) is pleased to act as financial advisor to Mamma.com, Inc. (the “Company”). We will provide financial and capital market advisory services to the Company which may include: (i) review of financial statements and non-public internal business plans, (ii) evaluation of strategic alternatives based on Company objectives and MCF industry expertise, (iii) advice on appropriate capital structure and strategies to achieve maximum return to shareholders and (iv) sponsorship for and introductions to institutional investors. The purpose of this letter is to memorialize the terms of our engagement by the Company.
MAMMA.COM INC. AND ZAQ INTERACTIVE SOLUTIONS INC. AND ZAQ INC. ASSET PURCHASE AGREEMENT NOVEMBER 27, 2002Asset Purchase Agreement • June 30th, 2003 • Intasys Corp • Radiotelephone communications • Quebec
BY AND BETWEEN: ZAQ INTERACTIVE SOLUTIONS INC., a corporation duly incorporated according to the laws of Canada, herein represented by Yves Simard, its duly authorized representative, as he so declares (hereinafter referred to as "ZAQ")
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 29th, 2005 • Mamma Com Inc • Radiotelephone communications
MAMMA.COM INC., a corporation incorporated under the laws of the Province of Ontario herein acting and represented by Guy Fauré, its President and CEO, duly authorized hereto as he declares;
