0001193125-07-157193 Sample Contracts

SECURITY AGREEMENT
Security Agreement • July 18th, 2007 • Jupitermedia Corp • Services-business services, nec • Ohio

This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 12th day of July, 2007 by JUPITERIMAGES CORPORATION, an Arizona corporation (“Pledgor”), in favor of KEYBANK NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement, as hereinafter defined (“Agent”), for the benefit of Agent and the Lenders, as hereinafter defined.

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GUARANTY OF PAYMENT
Jupitermedia Corp • July 18th, 2007 • Services-business services, nec • Ohio

This GUARANTY OF PAYMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 12th day of July, 2007, by WORKBOOK, INC., a California corporation (“Guarantor”), in favor of KEYBANK NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement, as hereinafter defined (“Agent”), for the benefit of the Lenders, as hereinafter defined.

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • July 18th, 2007 • Jupitermedia Corp • Services-business services, nec • Ohio

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 12th day of July, 2007, by JUPITERIMAGES CORPORATION, an Arizona corporation (“Pledgor”), in favor of KEYBANK NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement, as hereinafter defined (“Agent”), for the benefit of the Lenders, as hereinafter defined.

PLEDGE AGREEMENT (Jupitermedia Corporation)
Pledge Agreement • July 18th, 2007 • Jupitermedia Corp • Services-business services, nec • Ohio

This PLEDGE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 12th day of July, 2007, by JUPITERMEDIA CORPORATION, a Delaware corporation (“Borrower”), in favor of KEYBANK NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement, as hereinafter defined (“Agent”), for the benefit of the Lenders, as hereinafter defined.

PLEDGE AGREEMENT (Jupiterimages Corporation)
Pledge Agreement • July 18th, 2007 • Jupitermedia Corp • Services-business services, nec • Ohio

This PLEDGE AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 12th day of July, 2007, by JUPITERIMAGES CORPORATION, an Arizona corporation (“Pledgor”), in favor of KEYBANK NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement, as hereinafter defined (“Agent”), for the benefit of the Lenders, as hereinafter defined.

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • July 18th, 2007 • Jupitermedia Corp • Services-business services, nec • Ohio

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made as of the 12th day of July, 2007 by JUPITERMEDIA CORPORATION, a Delaware corporation (“Borrower”), in favor of KEYBANK NATIONAL ASSOCIATION, as the administrative agent under the Credit Agreement, as hereinafter defined (“Agent”), for the benefit of the Lenders, as hereinafter defined.

CREDIT AND SECURITY AGREEMENT among JUPITERMEDIA CORPORATION as Borrower THE LENDERS NAMED HEREIN as Lenders and KEYBANK NATIONAL ASSOCIATION as Lead Arranger, Sole Book Runner and Administrative Agent and CITIZENS BANK, N.A. as Syndication Agent
Credit and Security Agreement • July 18th, 2007 • Jupitermedia Corp • Services-business services, nec • Ohio

This CREDIT AND SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 12th day of July, 2007 among:

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