INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2013, by and between Mimvi, Inc., a Nevada corporation (the “Corporation”), and Michael Poutre (“Indemnitee”), a director and/or officer of the Corporation.
CONSULTING AGREEMENTConsulting Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • New York
This Consulting Agreement (the “Agreement”) is made as of July 1, 2013, by and between MIMVI Inc, a Delaware corporation (“Client”), and Michael Poutre (“Consultant”). In consideration of the respective covenants, representations, and warranties contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • California
This Executive Employment Agreement (“Agreement”) is made as of the 1st day of July, 2013 (the “Commencement Date”), between Mimvi, Inc., a Nevada corporation (the “Company”), and Qayed Shareef (the “Executive”).
LEAK-OUT AND LOCKUP AGREEMENTLeak-Out and Lockup Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • California
THIS LEAK-OUT AND LOCKUP AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2013, between Mimvi, Inc., a Nevada corporation (the “Company”), and Qayed Shareef (the “Shareholder”). For all purposes of this Agreement, “Shareholder” includes any affiliate, controlling person of Shareholder, agent, representative, or other person with whom Shareholder is acting in concert.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 1, 2013, is by and among Mimvi, Inc., a Nevada corporation (the “Parent”), Adaptive Media Acquisition Co., Inc., an Oregon corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Adaptive Media, Inc., an Oregon corporation (the “Company”), Qayed Shareef, Morgan Family Trust, dated February 1, 2000 and Kim Reed Perell (each a “Shareholder” and collectively, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
PUT AGREEMENTPut Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • California
THIS PUT AGREEMENT ("Agreement") is entered into effective as of July 1, 2013, by and among Mimvi, Inc., a Nevada corporation (“Mimvi”), Qayed Shareef, Morgan Family Trust, dated February 1, 2000 and Kim Reed Perell (each a “Shareholder” and collectively, the “Shareholders”).
