RECITALSEmployment Agreement • September 15th, 2000 • Edge Technology Group Inc • Services-membership sports & recreation clubs • Texas
Exhibit 4.8 THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION...Warrant Agreement • November 21st, 2000 • Edge Technology Group Inc • Services-membership sports & recreation clubs • Delaware
Exhibit 10.24 OPTION AGREEMENT This Option Agreement (this "Agreement") is made as of this 31st day of May 2001, by and between INFINITY INVESTORS LIMITED, a corporation organized and existing under the laws of Nevis, West Indies ("Infinity") and EDGE...Option Agreement • August 20th, 2001 • Edge Technology Group Inc • Services-motion picture & video tape production
EXHIBIT 99.3 THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR UNDER ANY APPLICABLE LAW OR REGULATION OF ANY STATE. THIS COMMON STOCK WARRANT MAY NOT BE SOLD, OFFERED,...Common Stock Purchase Warrant • February 9th, 1998 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • Delaware
WARRANTWarrant Agreement • July 10th, 2003 • Axtive Corp • Services-prepackaged software • Texas
EXHIBIT 99.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("AGREEMENT") is made as of December 31, 1997, by VISUAL EDGE SYSTEMS INC. (hereinafter called "DEBTOR", whether one or more), in favor of HW PARTNERS, L.P., as agent for and representative of...Security Agreement • February 9th, 1998 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • New York
PURCHASE AGREEMENTPurchase Agreement • April 8th, 1998 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • New York
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 13, 1997, among VISUAL EDGE SYSTEMS, INC., a Delaware corporation (the "Company"), and the other undersigned parties hereto, (collectively,...Registration Rights Agreement • June 23rd, 1997 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • New York
ASSET PURCHASE AGREEMENT BY AND AMONG UDT CONSULTING, INC. EDGE TECHNOLOGY GROUP, INC. UNIVERSAL DATA TECHNOLOGY, INC.Asset Purchase Agreement • June 14th, 2002 • Edge Technology Group Inc • Services-prepackaged software • Texas
ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT ("Agreement"), dated effective as of December 28, 2001 is executed by CATALYST MASTER FUND, L.P., a Cayman Islands limited partnership ("Assignor"), and SANDERA PARTNERS, L.P., a Texas limited partnership...Assignment Agreement • April 17th, 2002 • Edge Technology Group Inc • Services-prepackaged software
1 Exhibit 99.2 CREDIT AGREEMENT This Credit Agreement is made and entered into as of this 26th day of March, 1997, between VISUAL EDGE SYSTEMS INC., a Delaware corporation (hereinafter referred to as Borrower), and BARNETT BANK, N.A. (hereinafter...Credit Agreement • April 14th, 1997 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • Florida
WITNESSETH:Registration Rights Agreement • April 8th, 1998 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • New York
AMENDMENT AMENDMENT, dated as of December 31, 1998, to License Agreement ("Agreement"), dated as of March 1, 1995, by and between Greg Norman and Great White Shark Enterprises, Inc. (collectively, "Norman") and Visual Edge Systems Inc. ("Licensee"),...License Agreement • March 31st, 1999 • Visual Edge Systems Inc • Services-membership sports & recreation clubs
ARTICLE I PLAN OF MERGERMerger Agreement • April 17th, 2002 • Edge Technology Group Inc • Services-prepackaged software • Texas
ANDAsset Purchase Agreement • September 24th, 2001 • Edge Technology Group Inc • Services-motion picture & video tape production • Texas
R E C I T A L S:Transfer Agent Agreement • June 23rd, 1997 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • Delaware
WITNESSETH:Asset Purchase Agreement • May 20th, 2005 • Axtive Corp • Services-prepackaged software
BILL OF SALE AND ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 19th, 2002 • Edge Technology Group Inc • Services-prepackaged software • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2004 • Axtive Corp • Services-prepackaged software • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
ARTICLE I PLAN OF MERGERMerger Agreement • June 14th, 2002 • Edge Technology Group Inc • Services-prepackaged software • Texas
1 EXHIBIT 10.6 LEASE AGREEMENT BOCA RATON, FLORIDA THIS LEASE AGREEMENT (this "Lease") is made as of this ___ day of October, 1999, by and between FAIRFAX BOCA 92, L.P., a Georgia limited partnership ("Landlord"), and VISUAL EDGE SYSTEMS INC., a...Lease Agreement • April 14th, 2000 • Visual Edge Systems Inc • Services-membership sports & recreation clubs
EXHIBIT 4.12 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2002 • Edge Technology Group Inc • Services-prepackaged software • Texas
For identification only. The governing terms of this Warrant are set forth below.Common Stock Purchase Warrant • June 23rd, 1997 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • Delaware
AMENDMENTLicense Agreement • April 14th, 2000 • Visual Edge Systems Inc • Services-membership sports & recreation clubs
AXTIVE CORPORATION SECURITIES PURCHASE AGREEMENT July 30, 2004Securities Purchase Agreement • September 10th, 2004 • Axtive Corp • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2004, by and between AXTIVE CORPORATION, a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
Exhibit 4.8 THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR UNDER ANY APPLICABLE LAW OR REGULATION OF ANY STATE. THIS COMMON STOCK WARRANT MAY NOT BE SOLD, OFFERED,...Common Stock Purchase Warrant • November 14th, 1997 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • Delaware
ContractWarrant Agreement • September 10th, 2004 • Axtive Corp • Services-prepackaged software • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXTIVE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
RECITALSBridge Securities Purchase Agreement • January 8th, 1999 • Visual Edge Systems Inc • Services-membership sports & recreation clubs • New York
ContractWarrant Agreement • April 14th, 2004 • Axtive Corp • Services-prepackaged software • Texas
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF REGISTRATION THEREUNDER OR AN EXEMPTION THEREFROM.
Page 1 of 23 FACTORING AND SECURITY AGREEMENT THIS FACTORING AND SECURITY AGREEMENT is made as of June 24, 2002 by and between UDT Consulting, Inc., a Texas Corporation ("Seller") and LANDRY MARKS PARTNERS LP, a Texas limited partnership...Factoring and Security Agreement • August 19th, 2002 • Edge Technology Group Inc • Services-prepackaged software • Texas
by and amongMerger Agreement • June 9th, 2003 • Axtive Corp • Services-prepackaged software • Texas
1 EXHIBIT 10.1 INVESTMENT AGREEMENTInvestment Agreement • October 6th, 2000 • Edge Technology Group Inc • Services-membership sports & recreation clubs • Texas
ContractSecured Convertible Term Note • September 10th, 2004 • Axtive Corp • Services-prepackaged software • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AXTIVE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENT February 26, 2004Registration Rights Agreement • April 14th, 2004 • Axtive Corp • Services-prepackaged software • Texas
This will confirm that in consideration of your agreement on the date hereof to purchase an aggregate of 39,375,641 shares of Common Stock, $0.01 par value per share, of Axtive Corporation, a Delaware corporation (the “Company”), pursuant to the Subscription and Securities Purchase Agreement of even date herewith (the “Purchase Agreement”) among the Company and each of you, and as an inducement to you to consummate the transactions contemplated by the Purchase Agreement, the Company covenants and agrees with you as follows:
1 Exhibit 10.4 April 14, 1998 Visual Edge Systems Inc. 2424 North Federal Highway Suite 100 Boca Raton, Florida 33431 Attention: Mr. Thomas Peters Dear Tom: Reference is made to the Executive Employment Agreement, dated July 1, 1996 (the "Employment...Executive Employment Agreement • November 12th, 1998 • Visual Edge Systems Inc • Services-membership sports & recreation clubs
