EXHIBIT 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is entered into as of August 1, 2000, among Stan Lee Media, Inc., a Colorado corporation with offices at 15821 Ventura Boulevard, Suite 675, Encino, California...Registration Rights Agreement • August 14th, 2000 • Stan Lee Media Inc • Blank checks • Delaware
1 Exhibit 10.44 EMPLOYMENT AGREEMENT AGREEMENT dated as of October 8, 1999, between STAN LEE MEDIA, INC., a Colorado corporation (the "Company"), and STEPHEN M. GORDON ("Employee"). Company currently is engaged in the business of deploying the global...Employment Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
1 Exhibit 10.6 REVOLVING CREDIT AGREEMENT AGREEMENT dated as of July 23, 1999, between MAXI TECHNOLOGIES LIMITED, a British Virgin Islands corporation ("Lender"), and BOULDER CAPITAL OPPORTUNITIES, INC., a Colorado corporation ("Borrower"). WHEREAS,...Revolving Credit Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
WARRANTStan Lee Media Inc • July 31st, 2000 • Blank checks • Colorado
RECITALSSecurities Purchase Agreement • July 31st, 2000 • Stan Lee Media Inc • Blank checks • California
2 3 Securities and Exchange Commission on September 14, 1999. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the...Securities Purchase Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
EXHIBIT 10.4 NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE...Stan Lee Media Inc • December 4th, 2000 • Blank checks
CONSULTING AGREEMENT AGREEMENT dated as of October 5, 1999, between STAN LEE MEDIA, INC., a Colorado corporation ("Company"), and PARAVERSAL, INC. ("Consultant"). Company currently is engaged in the business of deploying the global brand, intellectual...Consulting Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
1 EXHIBIT 10.54 FIRST AMENDMENT TO OFFICE LEASE THIS FIRST AMENDMENT TO OFFICE LEASE (the "First Amendment"), dated November 2, 1999, is made by and between DOUGLAS EMMETT REALTY FUND 1997, A California limited partnership ("Landlord"), WITH OFFICES...Office Lease • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
1 EXHIBIT 10.51 SUBLEASE AGREEMENT SUBLEASE AGREEMENT dated as of November 4, 1998, between One Twelve Interactive Inc., a division of Global Language Solution Inc. (the "Sublessor"), and STAN LEE ENTERTAINMENT, INC., a Delaware corporation (the...Sublease Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
SECURITIES PURCHASE AGREEMENT Between STAN LEE MEDIA, INC. and the Investors Signatory HeretoSecurities Purchase Agreement • December 4th, 2000 • Stan Lee Media Inc • Blank checks • California
1 EXHIBIT 10.5 REVOLVING CREDIT AGREEMENT AGREEMENT dated as of July 23, 1999, between SANTO DEVELOPMENT WORLDWIDE, a British Virgin Islands corporation ("Lender"), and BOULDER CAPITAL OPPORTUNITIES, INC., a Colorado corporation ("Borrower"). WHEREAS,...Revolving Credit Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
1 Exhibit 10.41 Stan Lee Entertainment Inc. 15821 Ventura Blvd., Suite 675 Encino, CA 91436 October 15, 1998 Mr. Stan Lee 9143 Oriole Way Los Angeles, CA 90068 Re: Employment Agreement/Rights Assignment Dear Stan: Confirming our discussions, this...Stan Lee Media Inc • March 20th, 2000 • Blank checks • California
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT by and between STAN LEE MEDIA, INC.Stock Purchase Agreement • September 12th, 2000 • Stan Lee Media Inc • Blank checks • New York
EXHIBIT 10.1 AMENDMENT NO. 1 TO AGREEMENT THIS AMENDMENT NO. 1 TO AGREEMENT (the "Amendment"), dated as of October 23, 2000, is made by and among Stan Lee Media, Inc., a Colorado corporation ("SLM"), Shockwave.com, Inc., a Delaware corporation...To Agreement • October 27th, 2000 • Stan Lee Media Inc • Blank checks • California
1 EXHIBIT 10.29 STOCK OPTION AGREEMENT Stan Lee Media, Inc., a Colorado corporation ("Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common Stock, no par value, to provide the...Stock Option Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
AGREEMENT BETWEEN STAN LEE MEDIA AND MACROMEDIA DATED AS OF __________________Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks
1 EXHIBIT 10.7 VMR CAPITAL MARKETS U.S. 1901 Avenue of the Stars, Suite 1500 Los Angeles, CA 90067 Telephone: (310) 286-2211 Fax: (310) 286-2373 FINANCIAL CONSULTING AGREEMENT This Financial Consulting Agreement (the "Agreement") is made as of October...Financial Consulting Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
RECITALSPurchase Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
August 13, 2000Stan Lee Media Inc • August 18th, 2000 • Blank checks
Exhibit 10.17 STOCK OPTION AGREEMENT Boulder Capital Opportunities, Inc., a Colorado corporation ("Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common Stock, no par value, to...Stock Option Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
EXHIBIT 99.24 STOCK OPTION AGREEMENT Stan Lee Media, Inc. a Colorado corporation ("Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common Stock, no par value, to provide the Grantee...Stock Option Agreement • August 2nd, 2000 • Stan Lee Media Inc • Blank checks • California
s/ /s/ ----------------------------- ----------------------------- Jon Corfino Tim Miller Stan Lee Media Blur Studio 2 7TH PORTAL SIMULATOR FILM TERM SHEET March 30, 2000 Rev.2.0 April 20, 2000Stan Lee Media Inc • August 14th, 2000 • Blank checks
EXHIBIT 99.32 STOCK OPTION AGREEMENT Stan Lee Media, Inc. a Colorado corporation ("Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common Stock, no par value, to provide the Grantee...Stock Option Agreement • August 2nd, 2000 • Stan Lee Media Inc • Blank checks • California
1 EXHIBIT 10.52 THIRD AMENDMENT TO OFFICE LEASE THIS THIRD AMENDMENT TO OFFICE LEASE (the "Third Amendment"), dated May 27, 1999, is made by and between DOUGLAS EMMETT REALTY FUND 1997, a California limited partnership ("Lessor"), with offices at...Office Lease • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
Exhibit 10.38 STOCK OPTION AGREEMENT Stan Lee Media, Inc. a Colorado corporation ("Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common Stock, no par value, to provide the Grantee...Stock Option Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
OFFICE LEASE BetweenOffice Lease • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
1 Exhibit 10.12 STOCK OPTION AGREEMENT Boulder Capital Opportunities, Inc., a Colorado corporation ("Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common Stock, no par value, to...Stock Option Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
EXHIBIT 99.30 STOCK OPTION AGREEMENT Stan Lee Media, Inc. a Colorado corporation ("Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's Common Stock, no par value, to provide the Grantee...Stock Option Agreement • August 2nd, 2000 • Stan Lee Media Inc • Blank checks • California
1 EXHIBIT 10.26 BOULDER CAPITAL OPPORTUNITIES, INC. 15821 Ventura Boulevard, Suite 675 Encino, CA 91436 As of July 23, 1999 VIA FACSIMILE TRANSMISSION Jeffrey D. Segal 10390 Santa Monica Boulevard, 4th Floor Los Angeles, CA 90025 Ladies and Gentlemen:...Stan Lee Media Inc • March 20th, 2000 • Blank checks • California
SIMON & SCHUSTER, INC. 1230 Avenue of the Americas New York, New York 10020 (212) 698-7000Publishing Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • New York
RECITALSPurchase Agreement • March 20th, 2000 • Stan Lee Media Inc • Blank checks • California
ARTICLE IPreferred Stock Investment Agreement • August 14th, 2000 • Stan Lee Media Inc • Blank checks • New York
2- 3 Webisodes featuring the Property, totalling no more than 120 minutes per year (each such year of production being deemed a "Production Year", with the first such year commencing on execution hereof), for a period of four Production Years from...Stan Lee Media Inc • March 20th, 2000 • Blank checks • California
1 EXHIBIT 10.3 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (the "Agreement"), entered into as of June 14, 2000 (the "Effective Date"), will confirm the basic terms of the agreement between FOX LATIN AMERICAN CHANNEL, INC. a Delaware...Stan Lee Media Inc • August 14th, 2000 • Blank checks
