EXHIBIT NO. 10.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October ___, 2004 among ON2 Technologies, Inc., a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • November 26th, 2004 • On2 Technologies Inc • Services-prepackaged software
EXHIBIT B ESCROW AGREEMENT This ESCROW AGREEMENT is dated as of April ___, 2005, by and among McGuireWoods LLP (the "Escrow Agent"), On2 Technologies, Inc., a Delaware corporation ("Buyer"), and Wildform, Inc., a California corporation ("Seller"). W I...Escrow Agreement • November 17th, 2006 • On2 Technologies, Inc. • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 25th, 2006 • On2 Technologies, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 24, 2006, among On2 Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ARTICLE I DEFINITIONSSecurities Purchase Agreement • November 26th, 2004 • On2 Technologies Inc • Services-prepackaged software • New York
PREAMBLERights Agreement • March 30th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2006 • On2 Technologies, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 24, 2006, among On2 Technologies, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 12th, 1999 • On2com Inc • Mortgage bankers & loan correspondents • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 20th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
AMENDMENT ONE TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 20th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT CELEBRITY INTERVIEWS, INC. 375 GREENWICH STREET NEW YORK, NEW YORK 10013Employment Agreement • March 30th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
PREAMBLERegistration Rights Agreement • April 20th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...On2 Technologies Inc • October 28th, 2004 • Services-prepackaged software
ARTICLE I DEFINITIONSCommon Stock Purchase Agreement • November 29th, 2001 • On2 Technologies Inc • Mortgage bankers & loan correspondents • New York
Exhibit 10.2 May 1, 2000 Mark J. Meagher Portofino, Apt 811 One Second Street Jersey City, New Jersey 07302 Dear Mark: The following constitutes the employment agreement (the "Agreement") between you (the "Executive") and On2.com Inc. (the "Company"),...Employment Agreement • August 14th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of ON2 TECHNOLOGIES, INC.On2 Technologies, Inc. • August 25th, 2006 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from On2 Technologies, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 5.2 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT, dated as of August 10, 2001, between Travelers Insurance Company, a Connecticut corporation (the "Holder"), and On2 Technologies, Inc., a Delaware corporation (the "Company")....Investor Rights Agreement • August 23rd, 2001 • On2 Technologies Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.11 SECURITIES PURCHASE AGREEMENT By and Between ON2 TECHNOLOGIES, INC.Securities Purchase Agreement • July 28th, 2003 • On2 Technologies Inc • Services-prepackaged software • New York
ON2.COM INC. 375 Greenwich Street New York, New York 10013On2com Inc • August 14th, 2000 • Mortgage bankers & loan correspondents • New York
EXHIBIT NO. 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...On2 Technologies Inc • November 26th, 2004 • Services-prepackaged software
EXHIBIT 2.1Agreement and Plan of Merger • June 22nd, 1999 • On2com Inc • Mortgage bankers & loan correspondents • New York
STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") dated as of ______________, is entered into between ___________[insert name] (the "Grantee") and On2 Technologies, Inc., a Delaware corporation (the "Company"). The Company grants to...Stock Option Agreement • May 11th, 2005 • On2 Technologies Inc • Services-prepackaged software
PREAMBLESecurityholders Agreement • March 30th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
ARTICLE IRegistration Rights Agreement • November 17th, 2006 • On2 Technologies, Inc. • Services-prepackaged software • New York
EXHIBIT 4.16 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 21, 2001 between Crossover Ventures, Inc. ("Purchaser") and On2 Technologies, Inc. (the "Company"). WHEREAS, simultaneously with the execution and...Registration Rights Agreement • November 29th, 2001 • On2 Technologies Inc • Mortgage bankers & loan correspondents • New York
PREAMBLES Rights Agreement • August 21st, 2001 • On2 Technologies Inc • Mortgage bankers & loan correspondents • New York
Exhibit 4.14 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT, dated as of July 18, 2001, between RealNetworks, Inc., a Washington corporation (the "Purchaser"), and On2 Technologies, Inc., a Delaware corporation (the "Company"). WHEREAS, the...Investor Rights Agreement • September 13th, 2001 • On2 Technologies Inc • Mortgage bankers & loan correspondents • New York
ARTICLE ICommon Stock Purchase Agreement • September 13th, 2001 • On2 Technologies Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 20th, 2000 • On2com Inc • Mortgage bankers & loan correspondents • New York
Exhibit 5.1 ON2 TECHNOLOGIES, INC. PREFERRED STOCK SUBSCRIPTION AGREEMENT THIS PREFERRED STOCK SUBSCRIPTION AGREEMENT (this "AGREEMENT") is entered into as of August 10, 2001, by and among On2 Technologies, Inc., a Delaware corporation (the...Preferred Stock Subscription Agreement • August 23rd, 2001 • On2 Technologies Inc • Mortgage bankers & loan correspondents • New York
Exhibit 4.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT, dated as of January 28, 2002, is entered into by and among Travelers Insurance Company, a Connecticut corporation ("Travelers Insurance") and Travelers Indemnity Company, a Connecticut...Indemnity Agreement • July 25th, 2003 • On2 Technologies Inc • Services-prepackaged software • New York
EXHIBIT 10.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...On2 Technologies Inc • October 28th, 2004 • Services-prepackaged software
EXHIBIT 10.9 SOURCE CODE LICENSE AND SOFTWARE DISTRIBUTION AGREEMENT (NON- EVD/HDTV PRODUCTS) THIS SOURCE CODE LICENSE AND SOFTWARE DISTRIBUTION AGREEMENT ("Agreement") is made and entered into effective JUNE 21ST, 2003 ("Effective Date") by and...License and Software Distribution Agreement • August 12th, 2003 • On2 Technologies Inc • Services-prepackaged software • New York
PREAMBLEInvestors' Rights Agreement • April 2nd, 2001 • On2com Inc • Mortgage bankers & loan correspondents • New York
EXHIBIT 10.16 RESTATED LEASE AGREEMENT LEASE AGREEMENT, made this 23rd day of March, 2005 between SITTERLY ASSOCIATES II, LLC, a New York limited liability company with offices c/o Abele Builders, Inc., 14 Corporate Drive, Clifton Park, New York 12065...Lease Agreement • March 15th, 2006 • On2 Technologies Inc • Services-prepackaged software • New York
On2 Technologies, Inc. 21 Corporate Drive Suite 102 September 16, 2003 Clifton Park, NY 12065 www.on2.com Eric Ameres 10 Schermerhorn Rd. Cohoes, NY 12047 Dear Eric: The following constitutes the employment agreement (the "Agreement") between you (the...Employment Agreement • March 30th, 2004 • On2 Technologies Inc • Services-prepackaged software • New York
