2 3 Shareholders' Agreement dated as of March , 1999, a copy of which is on file at the principal office of the Company."Shareholders' Agreement • July 30th, 1999 • Adstar Com Inc • California
1 EXHIBIT 10.16 EMPLOYMENT AGREEMENT THIS AGREEMENT made this 20 day of July, 1998, between Adam Leff (the "Executive") and Ad-Star Services, Inc., a New York Corporation (the "Company"). W I T N E S S E T H: WHEREAS, the Company desires to employ the...Employment Agreement • November 9th, 1999 • Adstar Com Inc • Services-business services, nec • New York
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF ADSTAR, INC. (A Delaware corporation)Adstar Inc • October 16th, 2003 • Services-business services, nec • New York
EXHIBIT 4.3Adstar Com Inc • January 24th, 2002 • Services-business services, nec • New York
2 3 (d) The information set forth under the caption "Capitalization" in the Prospectus is true and correct. The Common Stock conforms and the Representative's Warrant will conform to the description thereof contained in the Registration Statement. The...Adstar Com Inc • September 15th, 2000 • Services-business services, nec • Oregon
ARTICLE IAgreement and Plan of Merger • November 4th, 2003 • Adstar Inc • Services-business services, nec • California
3 4 prior to the effective date of such consolidation, merger or sale. If, in connection with any such consolidation, merger or sale, each holder of shares of Common Stock is entitled to elect to receive either securities, cash, or other assets upon...Warrant Agreement • July 30th, 1999 • Adstar Com Inc • New York
1 2 1. Representations and Warranties of the Company.Underwriting Agreement • December 9th, 1999 • Adstar Com Inc • Services-business services, nec • Oregon
2 3 (k) "Participating Underwriter" means any underwriter participating in the sale of the Securities pursuant to a registration under Section 6 of this Warrant Certificate.Adstar Com Inc • July 30th, 1999 • Oregon
EXHIBIT 10.2 Leslie Bernhard's Employment Agreement Exhibit 10.2 EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2003 • Adstar Com Inc • Services-business services, nec • New York
Exhibit 10.23 ENGAGEMENT AGREEMENT March 7, 2000 Ms. Leslie Bernhard President and CEO AdStar.com, Inc. 4553 Glencoe Avenue, Suite 300 Marina del Rey, CA 90292 1. This letter agreement will confirm the understanding between AdStar.com, Inc. and/or its...Engagement Agreement • May 12th, 2000 • Adstar Com Inc • Services-business services, nec • California
1 AGREEMENT1 Agreement • July 30th, 1999 • Adstar Com Inc
ARTICLE I DEFINITIONSStockholder Support Agreement • December 31st, 2002 • Adstar Com Inc • Services-business services, nec • Illinois
EXHIBIT 10.4Governance Agreement • March 25th, 2002 • Adstar Com Inc • Services-business services, nec • Delaware
1 EXHIBIT 4.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN ADSTAR.COM, INC. PURCHASE WARRANTAdstar Com Inc • December 9th, 1999 • Services-business services, nec • Oregon
2 3 (d) The information set forth under the caption "Capitalization" in the Prospectus is true and correct. The Common Stock conforms and the Representative's Warrant will conform to the description thereof contained in the Registration Statement. The...Adstar Com Inc • August 10th, 2000 • Services-business services, nec
1 Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN ADSTAR.COM, INC. PURCHASE WARRANTAdstar Com Inc • September 15th, 2000 • Services-business services, nec • Oregon
a) The Company may terminate the Executive's employment for Cause (as defined in sub-paragraph (b) below); provided, however, that the Company shall not terminate this Agreement for reasons set forth in Section 5(b)(i) unless the Company shall first...Employment Agreement • July 30th, 1999 • Adstar Com Inc • California
1 EXHIBIT 10.19 DISTRIBUTION AND SERVICE AGREEMENT ---------------------------- ---------------------------------------------------- This Distribution and Service Agreement ("Agreement") is made and entered into between AdStar.com, Inc., a Delaware...Distribution and Service Agreement • December 9th, 1999 • Adstar Com Inc • Services-business services, nec • New York
EXHIBIT 10.3Registration Rights Agreement • March 25th, 2002 • Adstar Com Inc • Services-business services, nec • Illinois
EXHIBIT 10.1 SERIES B PREFERRED STOCK PURCHASE AGREEMENT Dated as of December 23, 2002 by and betweenSeries B Preferred Stock Purchase Agreement • December 31st, 2002 • Adstar Com Inc • Services-business services, nec • Illinois
EXHIBIT 10.1Series a Preferred Stock Purchase Agreement • March 25th, 2002 • Adstar Com Inc • Services-business services, nec • Illinois
ContractAdstar Inc • April 16th, 2004 • Services-business services, nec • 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 ADSTAR, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
WITNESSETHRegistration Rights Agreement • November 4th, 2003 • Adstar Inc • Services-business services, nec • California
EXHIBIT 10.4 Jeff Baudo's Employment Agreement Exhibit 10.4Employment Agreement • March 31st, 2003 • Adstar Com Inc • Services-business services, nec
1 WARRANT AGREEMENTWarrant Agreement • November 9th, 1999 • Adstar Com Inc • Services-business services, nec • California
betweenWarrant Agreement • July 30th, 1999 • Adstar Com Inc • California
2 3 outstanding Common Stock into a greater number of shares, (c) combine its outstanding Common Stock into a smaller number of shares or (d) issue any shares of capital stock by reclassification of its outstanding Common Stock, the Conversion Price...Subscription Agreement • July 30th, 1999 • Adstar Com Inc • New York
EXHIBIT 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of December 23, 2002, by and between AdStar, Inc., a Delaware corporation ("AdStar"), and Tribune...Registration Rights Agreement • December 31st, 2002 • Adstar Com Inc • Services-business services, nec • Illinois
1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of April 12, 1999 between MICHAEL KLINE (the "Executive") and AD-STAR SERVICES, INC., a New York corporation (the "Company"). 1. Term of Agreement. Subject to the terms and conditions...Employment Agreement • October 1st, 1999 • Adstar Com Inc • Services-business services, nec
1 EXHIBIT 4.4 WARRANT AGREEMENTWarrant Agreement • December 9th, 1999 • Adstar Com Inc • Services-business services, nec • California
EXHIBIT 10.26Employment Agreement • April 17th, 2001 • Adstar Com Inc • Services-business services, nec
Exhibit 10.25 SECOND AMENDMENT OF OFFICE LEASE AND PARKING LICENSE AGREEMENTOffice Lease and Parking License Agreement • May 12th, 2000 • Adstar Com Inc • Services-business services, nec
ADDITIONAL LOAN Defined in Section 4.8 of the Security Agreement. ADDITIONAL LOAN NOTE Defined in Section 4.8 of the Security Agreement.Loan and Subscription Agreement • July 30th, 1999 • Adstar Com Inc • New York
EXHIBIT 10.3 Eli Rousso's Employment Agreement Exhibit 10.3Employment Agreement • March 31st, 2003 • Adstar Com Inc • Services-business services, nec • New York
