EXHIBIT 2.6 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT ----------------------------------------- WHEREAS on June 29, 1998 each of the investors identified on Schedule A hereto ("Investor" or "Investors") had entered into a subscription agreement with...Subscription Agreement • October 28th, 1998 • Recovery Network Inc • Services-motion picture & video tape production
EXHIBIT 10.25 [RNETHEALTH.COM LETTERHEAD] August 1, 2000 Kevin Wall Shelter Ventures 10880 Wilshire Blvd., Suite 1400 Los Angeles, CA 90024 RE: OPTION LETTER Dear Kevin: Pursuant to certain action taken by the Board of Directors of Rnethealth.com,...Option Agreement • September 28th, 2000 • Rnethealth Com Inc • Services-motion picture & video tape production
between-Services Agreement • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • New York
Warrant Agent andWarrant Agreement • September 23rd, 1997 • Recovery Network Inc • Services-motion picture & video tape production • New York
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER ("Plan of Merger") dated as of December 9, 1997, is between and among THE RECOVERY NETWORK, INC., a Colorado corporation ("Parent"), RECOVERY DIRECT, INC., a Colorado corporation...Merger Agreement • December 24th, 1997 • Recovery Network Inc • Services-motion picture & video tape production
1 EXHIBIT 2.7 COMMON STOCK PURCHASE AGREEMENT Dated as of June __, 2000 by and between RNETHEALTH.COM, INC.Common Stock Purchase Agreement • June 23rd, 2000 • Rnethealth Com Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.14 [RECOVERY NETWORK LETTERHEAD] January 26, 1999 John Wheeler The Recovery Network, Inc. 1411 Fifth Street, Suite 200 Santa Monica, California 90401 Re: Letter Agreement Dear John: We are pleased to confirm by this Letter Agreement (the...Letter Agreement • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production
EXHIBIT 4.14 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON...Warrant Agreement • October 14th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • New York
WARRANT AGREEMENT dated as of __________, 1997 between The Recovery Network, Inc., a Colorado corporation (the "Company"), and Whale Securities Co., L.P. (hereinafter referred to as the "Underwriter"). W I T N E S S E T H: WHEREAS, the Company...Warrant Agreement • May 23rd, 1997 • Recovery Network Inc • New York
WARRANT AGREEMENT dated as of September __, 1997 between The Recovery Network, Inc., a Colorado corporation (the "Company"), and Whale Securities Co., L.P. (hereinafter referred to as the "Underwriter"). W I T N E S S E T H: WHEREAS, the Company...Warrant Agreement • September 23rd, 1997 • Recovery Network Inc • Services-motion picture & video tape production • New York
THE RECOVERY NETWORK, INC. By: /s/ [Signature Illegible] ------------------------------------ GUARANTEE & FINANCE, CORP. By: ------------------------------------Amendment Agreement • October 13th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production
CONVERTIBLE NOTEConvertible Note • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • New York
EXHIBIT 2.1 FORM OF SUBSCRIPTION AGREEMENT You (the "Subscriber" or "Purchaser" or "Holder") hereby agree to purchase, and THE RECOVERY NETWORK, INC., a Colorado corporation (the "Company"), hereby agrees to issue and to sell to the Subscriber, the...Subscription Agreement • September 28th, 1998 • Recovery Network Inc • Services-motion picture & video tape production • New York
and American Stock Transfer & Trust Company Warrant Agent and Whale Securities Co., L.P. UnderwriterWarrant Agreement • May 23rd, 1997 • Recovery Network Inc • New York
EXHIBIT 10.12 G. HOWARD ASSOCIATES, INC. 800 Fifth Avenue New York, NY 10021 Mr. Gary Horowitz The Recovery Network 1411 5th Street Suite 200 Santa Monica, CA 90401 December 7, 1998 Dear Gary: We are writing this letter (the "Letter Agreement") to...Financial Advisory Agreement • October 14th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production
EXHIBIT 10.1 OPERATING AGREEMENT of RecoveryNet Interactive, L.L.C. a Delaware Limited Liability Company August 1, 1996 TABLE OF CONTENTSOperating Agreement • May 23rd, 1997 • Recovery Network Inc • Delaware
1 EXHIBIT 2.9 RESTRUCTURING AGREEMENT This Restructuring Agreement dated as of the 28th day of September, 1999 between The Recovery Network, Inc. (the "Company") and the parties identified on Schedule A hereto (the "Investor" or "Investors"): WHEREAS...Restructuring Agreement • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production
WITNESSETH WHEREAS, Company desires to employ Employee to manage and supervise all of its sales and marketing operations and activities on the terms and conditions set forth herein; andEmployment Agreement • May 23rd, 1997 • Recovery Network Inc • California
1 EXHIBIT 2.4 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and THE RECOVERY NETWORK, INC., a Colorado corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, a convertible note of...Subscription Agreement • October 13th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • New York
andUnderwriting Agreement • September 23rd, 1997 • Recovery Network Inc • Services-motion picture & video tape production • New York
EXHIBIT 4.13 THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON...Warrant Agreement • September 28th, 1998 • Recovery Network Inc • Services-motion picture & video tape production • New York
1 Exhibit 10.3 SCHEDULE A THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE...Common Stock Purchase Warrant • May 21st, 2001 • Rnethealth Com Inc • Services-motion picture & video tape production
WITNESSETH:Employment Agreement • May 23rd, 1997 • Recovery Network Inc • Colorado
EXHIBIT 2.3 FUNDS ESCROW AGREEMENT This Agreement is dated as of the 10th day of June, 1999 among The Recovery Network, Inc. (the "Company"), the parties identified on Schedule A hereto, ("Subscriber" or "Subscribers"), and Grushko & Mittman (the...Funds Escrow Agreement • October 14th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • New York
Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") dated December ___, 1997 by and between THE RECOVERY NETWORK, INC., a Colorado corporation ("RNET"), and ___________________________, an individual...Registration Rights Agreement • December 24th, 1997 • Recovery Network Inc • Services-motion picture & video tape production • Colorado
WITNESSETHEmployment Agreement • May 23rd, 1997 • Recovery Network Inc • California
RECITALSLicense Agreement • May 23rd, 1997 • Recovery Network Inc • California
ARTICLE 1 THE MERGER SECTION 1.01 Certain Definitions 2 SECTION 1.02 The Merger 4 SECTION 1.03 Effective Time 4 SECTION 1.04 Closing 4 SECTION 1.05 Voting Agreement 5 SECTION 1.06 Effect of the Merger 5 SECTION 1.07 Certificate of Incorporation 5...Merger Agreement • February 6th, 2001 • Rnethealth Com Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 10.22 DEBT RESTRUCTURING AGREEMENT This Debt Restructuring Agreement dated as of the ______ day of October 1999 between RnetHealth.com, Inc. (the "Company") and Peter Graf (the "Investor"): WHEREAS on or about December 11, 1998 certain...Debt Restructuring Agreement • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production
LOGO]Employment Agreement • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production
1 EXHIBIT 10.18 SETTLEMENT AGREEMENT AND GENERAL RELEASE In consideration of (i) the sum of One Hundred Thousand Dollars ($100,000.00), full and complete receipt of which is hereby acknowledged, (ii) the issuance of Twenty Five Thousand (25,000) fully...Settlement Agreement • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • Colorado
WITNESSETH:Employment Agreement • May 23rd, 1997 • Recovery Network Inc • Colorado
1 3 3. Reservation of Shares. The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for issuance upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance...Settlement Agreement • November 5th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • Colorado
1 EXHIBIT 10.18 SETTLEMENT AGREEMENT AND GENERAL RELEASE In consideration of (i) the sum of One Hundred Thousand Dollars ($100,000.00), full and complete receipt of which is hereby acknowledged, (ii) the issuance of Twenty Five Thousand (25,000) fully...Settlement Agreement • October 13th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • Colorado
1 EXHIBIT 2.1 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and The Recovery Network, Inc., a Colorado corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, the number of shares of...Subscription Agreement • October 13th, 1999 • Rnethealth Com Inc • Services-motion picture & video tape production • New York
