REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is entered into as of April __, 2000, between GenesisIntermedia.com, Inc., a Delaware corporation with offices at 5805 Sepulveda Boulevard, Van Nuys, California 91411 (the...Registration Rights Agreement • May 15th, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • Delaware
RECITALSStock Purchase Agreement • April 14th, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
RECITALSEscrow Agreement • September 25th, 2001 • Genesisintermedia Inc • Services-miscellaneous business services • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Option Agreement • July 5th, 2001 • Genesisintermedia Inc • Services-miscellaneous business services • Delaware
RecitalsLoan Agreement • May 25th, 2001 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
AGREEMENT AND PLAN OF REORGANIZATION By and Among GenesisIntermedia.com, Inc., United Pacific AllianceAgreement and Plan of Reorganization • July 10th, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
GENESIS MEDIA GROUP, INC. FORM OFIndemnification Agreement • October 28th, 1998 • Genesis Media Group Inc /De/ • Delaware
X = Y(A-B) ------ A Where: X = the number of shares of Warrant Common Stock to be issued to the Holder under the provisions of this Section 3(d)(2) Y = the number of shares of Warrant Common Stock that would otherwise be issued upon an exercise of the...Warrant Agreement • July 2nd, 2001 • Genesisintermedia Inc • Services-miscellaneous business services • Delaware
betweenSecurity Agreement • May 25th, 2001 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
EMPLOYMENT AGREEMENT ---------------------Employment Agreement • December 4th, 1998 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
EXHIBIT 10.31 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO...Securities Purchase Agreement • May 1st, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
EXHIBIT 1.1Underwriting Agreement • October 28th, 1998 • Genesis Media Group Inc /De/ • New York
GenesisIntermedia.com, Inc. April 1, 1999 [Name] [Address] [Address] Attn: Re: GenesisIntermedia.com, Inc./[Company Name] Dear ___________: This letter agreement is made with reference to that certain Securities Purchase Agreement (the "Agreement")...Letter Agreement • August 3rd, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services
EMPLOYMENT AGREEMENT EXHIBIT B This AGREEMENT is made and entered into as of this 26 day of October, 1998, between Genesis Media Group, Inc. (the "COMPANY") and Christopher Miglino (the "EXECUTIVE"). WHEREAS, the Company desires to employ the...Employment Agreement • December 4th, 1998 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT ("Agreement") dated as of April __, 2000 between GenesisIntermedia.com, Inc., a Delaware corporation (the "Company"), and Elliott Associates, L.P., a Delaware limited partnership, and...Securities Purchase Agreement • May 15th, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • New York
RECITALSPledge and Security Agreement • October 28th, 1998 • Genesis Media Group Inc /De/ • California
FORM OFAgreement and Plan of Merger • October 28th, 1998 • Genesis Media Group Inc /De/ • Florida
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 2, 2001, by and between Riverdale LLC, a Delaware corporation (the "Securityholder") and GenesisIntermedia, Inc., a Delaware...Registration Rights Agreement • July 2nd, 2001 • Genesisintermedia Inc • Services-miscellaneous business services • New York
THE LOAN REPRESENTED BY THIS PROMISSORY NOTE IS SUBJECT TO A LOAN AGREEMENT DATED AS OF APRIL 13, 2001, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE BORROWER AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE BORROWER....Genesisintermedia Com Inc • May 25th, 2001 • Services-miscellaneous business services • Illinois
ANDSecurities Purchase Agreement • April 16th, 2001 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
LOCK-UP AGREEMENT This Lock-Up Agreement (the "Agreement") is effective as of __________, 1998 by, between and among Genesis Media Group, Inc., a Delaware corporation (the "Company"), __________, a stockholder of the Company (the "Stockholder") and...Lock-Up Agreement • October 28th, 1998 • Genesis Media Group Inc /De/ • New York
RECITALS:Agreement and Plan of Merger • May 15th, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
STOCK PURCHASE AGREEMENT By and Among Brian Wood Keenan CheungStock Purchase Agreement • July 10th, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
COMMERCIAL SECURITY AGREEMENT Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $300,000.00 08-20-1998 08-01-2005 65681 040 50 JLL References in the shaded area are for Lender's use only and do not limit the applicability...Genesis Media Group Inc /De/ • October 28th, 1998 • California
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933,...Option Agreement • September 25th, 2001 • Genesisintermedia Inc • Services-miscellaneous business services • Delaware
ANDWarrant Agreement • October 28th, 1998 • Genesis Media Group Inc /De/ • New York
EMPLOYMENT AGREEMENT ---------------------Employment Agreement • October 28th, 1998 • Genesis Media Group Inc /De/ • California
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO U.S. PERSONS...Securities Purchase Agreement • August 3rd, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
Section 1.4 The Terms of the Debenture. The holder of the Debenture issued pursuant to this Agreement shall be entitled to receive the principal amount of the Debenture, _________ United States Dollars (US$_______), together with accrued but unpaid...Debenture Purchase Agreement • July 10th, 2000 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
April 9, 1999 Christopher Miglino 3151 Airway Avenue Building T-3 Costa Mesa, CA 92626 Re: Employment agreement/GenesisIntermedia.com, Inc. Dear Mr. Miglino: This letter agreement is made with reference to that certain Employment Agreement (the...Letter Agreement • April 16th, 1999 • Genesisintermedia Com Inc • Services-miscellaneous business services
AGREEMENT 1. SUBJECT AND PURPOSES; RELATIONSHIP OF LESSEE.Lease Agreement • May 17th, 1999 • Genesisintermedia Com Inc • Services-miscellaneous business services • Utah
ASSIGNMENT OF LICENSE AGREEMENT THIS ASSIGNMENT OF LICENSE AGREEMENT (this "ASSIGNMENT") is made as of ______, 199_ by and between Ramy El-Batrawi ("ASSIGNOR") and Genesis Media Group, Inc., a Florida corporation ("ASSIGNEE"), in connection with that...Assignment of License Agreement • December 4th, 1998 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
AMENDMENT TO WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 2, 2000 This Amendment (the "Amendment") to the Warrant and Registration Rights Agreement (the "Agreement") dated as of November 2, 2000 by GenesisIntermedia, Inc. (the...Warrant and Registration Rights Agreement • August 31st, 2001 • Genesisintermedia Inc • Services-miscellaneous business services
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND...Note Purchase Agreement • May 25th, 2001 • Genesisintermedia Com Inc • Services-miscellaneous business services • California
TERM SHEET This TERM SHEET (this "TERM SHEET") sets forth the basic terms of the agreement in principle between GenesisIntermedia.com, Inc., a Delaware corporation, on one part, and Global Leisure Travel, Inc., a Washington corporation ("GLTI"), on...Term Sheet • April 16th, 1999 • Genesisintermedia Com Inc • Services-miscellaneous business services
