Zomax Inc /Mn/ Sample Contracts

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BETWEEN
Asset Purchase Agreement • January 22nd, 1999 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks • Delaware
CREDIT AGREEMENT Dated as of January, 6, 1999 among ZOMAX CANADA COMPANY as Borrower,
Credit Agreement • January 27th, 1999 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks • Ontario
RECITALS
Revolving Credit and Term Loan Agreement • May 12th, 1997 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks
Contract Extension
Manufacturing Agreement • March 26th, 1997 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks
PREAMBLE
Employment Agreement • March 30th, 2000 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks
BETWEEN
Share Purchase and Sale Agreement • January 27th, 1999 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks
AGREEMENT AND PLAN OF MERGER BY AND AMONG INOMAX, LLC, ZOMAX MERGER CORP. AND ZOMAX INCORPORATED DATED AS OF AUGUST 8, 2006
Merger Agreement • August 9th, 2006 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • Minnesota

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 8, 2006, by and among Inomax, LLC, a Delaware limited liability company (the “Buyer”), Zomax Merger Corp., a Minnesota corporation and a wholly-owned subsidiary of the Buyer (the “Merger Sub”), and Zomax Incorporated, a Minnesota corporation (the “Company”).

INCENTIVE STOCK OPTION AGREEMENT ZOMAX, INC.
Incentive Stock Option Agreement • March 31st, 2005 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

THIS AGREEMENT, made effective as of this ____ day of _____________, 20____, by and between Zomax, Inc., a Minnesota corporation (the “Company”), and _______________________________ (“Participant”).

COMMON STOCK
Underwriting Agreement • April 21st, 1998 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks • Minnesota
EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2005 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

This is an Employment Agreement (Agreement) between ZOMAX INCORPORATED, a Minnesota corporation, (hereinafter “Zomax”), and Richard D. Barnes (hereinafter “Executive”).

RECITALS
Asset Purchase Agreement • February 17th, 1998 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 22nd, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • California

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August 12, 2002 by and between Intraware, Inc., a Delaware corporation (“Company”), and the Buyer, as defined in the Common Stock Purchase Agreement dated August 12, 2002 (the “Purchase Agreement”), by and between the Company and the Buyer.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 22nd, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • California

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 12, 2002, by and between Intraware, Inc., a Delaware corporation (the “Company”), and Zomax Incorporated, a Minnesota corporation (the “Buyer”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2005 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of July 8, 2004 by and between Phillip T. Levin (the “Seller”) and Zomax, Inc., a Minnesota corporation (the “Company”).

ZOMAX INCORPORATED
2004 Equity Incentive Plan • March 15th, 2006 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks
VOTING AGREEMENT
Voting Agreement • August 22nd, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • Delaware

This Voting Agreement (this “Agreement”) is made as of August 12, 2002, between Zomax Incorporated, a Minnesota corporation (the “Buyer”) and Peter H. Jackson (“Jackson”).

RESTRICTED STOCK AGREEMENT ZOMAX, INC.
Restricted Stock Agreement • March 31st, 2005 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

THIS AGREEMENT, made effective as of this day of , 20__, by and between Zomax, Inc., a Minnesota corporation (the “Company”), and ___________________ (“Participant”).

AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

THIS AMENDMENT NO. 1 (the “Amendment”) is entered into effective as of April 19, 2006, to amend that certain Employment Agreement by and between Anthony Angelini (hereinafter “Executive”) and ZOMAX INCORPORATED, a Minnesota corporation (“Zomax”) dated April 14, 2005 (the “Agreement”).

Re: Separation Agreement and Release
Separation Agreement and Release • August 10th, 2005 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • Minnesota

We have agreed that your employment with Zomax Incorporated (“Zomax” or the “Company”) will terminate effective as of August 12, 2005. The purpose of this Separation Agreement and Release letter (“Agreement”) is to set forth the specific separation pay and benefits that Zomax will provide you in exchange for your agreement to the terms and conditions of this Agreement.

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Amendment to the Replication Agreement between MICROSOFT LICENSING, GP and ZOMAX INCORPORATED MS Contract #5000026380
Replication Agreement • August 9th, 2006 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

This Amendment (“Amendment”) amends that certain Replication Agreement between MICROSOFT LICENSING, GP (“MS”) and ZOMAX INCORPORATED (“COMPANY”) dated July 1, 2005 (“Agreement”).

AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

THIS AMENDMENT NO. 1 (the “Amendment”) is entered into effective as of April 19, 2006, to amend that certain Employment Agreement by and between Richard Barnes (hereinafter “Executive”) and ZOMAX INCORPORATED, a Minnesota corporation (“Zomax”) dated August 22, 2005 (the “Agreement”).

LAND REGISTRY
Lease Agreement • March 28th, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

This Indenture of Lease made the 24th day of April, 2001 between THE SCOTTISH PROVIDENT INSTITUTION having its registered office at 6 St. Andrews Square, Edinburgh, Scotland (hereinafter called “the Landlord” which expression shall where the context so admits or requires include and be deemed to include the owner for the time being of the immediate reversion of the premises hereby demised expectant on the expiry of the term hereby granted) of the First part;

REPLICATION AGREEMENT between MICROSOFT LICENSING, GP a Nevada, U. S. A. General Partnership, and ZOMAX INCORPORATED a Corporation of U.S.A. Microsoft Licensing, GP Contract #
Replication Agreement • November 9th, 2005 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • Nevada

This Replication Agreement (“Agreement”) is made and entered into this 1st day of July, 2005 (“Effective Date”), by and between MICROSOFT LICENSING, GP, a Nevada, U.S.A. general partnership (“MS”), and Zomax Incorporated, a corporation of U.S.A. (“COMPANY”).

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 27th, 2003 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

THIS AGREEMENT, made this ___ day of ________, 200_, by and between ZOMAX INCORPORATED, a Minnesota corporation (the “Company”), and ______________________ (the “Optionee”);

Recitals
Lease • March 26th, 1998 • Zomax Optical Media Inc • Phonograph records & prerecorded audio tapes & disks
Re: Separation Agreement and Release
Separation Agreement and Release • March 12th, 2004 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks • Minnesota

As you know, for the past two months we have been discussing with you the change in leadership at Zomax. In addition, there was a disagreement between you and Zomax as to the amount of your severance pay. The disagreement has been resolved. In consideration of this Agreement, both you and Zomax have agreed to the following terms.

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2002 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

This Employment Agreement (“Agreement”) is hereby entered into between Zomax Incorporated, a Minnesota corporation (the “Company”) and Anthony Angelini (“Executive”).

AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Zomax Inc /Mn/ • Phonograph records & prerecorded audio tapes & disks

THIS AMENDMENT NO. 1 (the “Amendment”) is entered into effective as of April 19, 2006, to amend that certain Employment Agreement by and between Michael Miller (hereinafter “Executive”) and ZOMAX INCORPORATED, a Minnesota corporation (“Zomax”) dated April 14, 2005 (the “Agreement”).

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