REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 27, 2006, by and among DigitalFX International, Inc., a Florida corporation (the "Company"), and the several purchasers...Registration Rights Agreement • January 17th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
RECITALSSecurities Purchase Agreement • January 17th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
LEASE AGREEMENT (Net)Lease Agreement • June 19th, 2006 • Qorus Com Inc • Services-business services, nec
AMONGAsset Purchase Agreement • August 13th, 2001 • Qorus Com Inc • Services-business services, nec • Delaware
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT AMONG QORUS.COM, INC., TMT HOLDINGS, INC., AELIX, INC. AND AVERY COMMUNICATIONS, INC. This First Amendment to Asset Purchase Agreement (the "Amendment") is entered into by and among Qorus.com, Inc., a...Asset Purchase Agreement • November 14th, 2001 • Qorus Com Inc • Services-business services, nec
AMENDED AND RESTATED LICENSE, HOSTING AND SERVICES AGREEMENTLicense Agreement • March 16th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • Nevada
AGREEMENTService Agreement • October 5th, 2006 • DigitalFX International Inc • Services-computer integrated systems design • Florida
EXHIBIT 10.10 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Agreement") is entered into as of June 15, 2006 (the "Effective Date"), by and among Qorus.com, Inc. ("Assignee"), VMdirect, L.L.C. ("Assignor") and...Assignment and Assumption Agreement • October 5th, 2006 • DigitalFX International Inc • Services-computer integrated systems design • Delaware
AMENDMENT NO. 2 TO ACQUISITION AGREEMENTAcquisition Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec
1 EXHIBIT 3.2 LETTER AGREEMENTLetter Agreement • March 29th, 2000 • Qorus Com Inc • Services-business services, nec
WHEREAS, immediately following the Exchange (as defined below), each Shareholder will own beneficially of record or have the power to vote, or direct the vote of, shares of common stock, par value $0.001 per share ("Common Stock") or shares of Series...Voting Agreement • November 2nd, 2006 • DigitalFX International Inc • Services-computer integrated systems design • Florida
WITNESSETHConsulting Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Illinois
SUBLEASESublease • June 19th, 2006 • Qorus Com Inc • Services-business services, nec
EXHIBIT 6.22 EMPLOYMENT AGREEMENT (JAMES W. BLAISDELL) This Employment Agreement (the "Agreement") is executed as of this 2nd day of March, 2000, by and between Qorus.com, Inc., a Florida corporation ("Employer"), and James W. Blaisdell ("Employee")....Employment Agreement • March 29th, 2000 • Qorus Com Inc • Services-business services, nec • Illinois
ATTACHMENT 2(F) AMENDMENT NO. 1 TO SOFTWARE LICENSE AGREEMENT THIS AMENDMENT NO. 1 (this "AMENDMENT NO. 1") dated as of October 28, 1999 to the Software License Agreement (the "License Agreement") of April 15, 1999, by and between Tornado Development,...Software License Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec
QORUS.COM May 24, 1999Employment Agreement • October 5th, 1999 • Qorus Com Inc
ARTICLE 1Registration Rights Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Texas
EXHIBIT 10.1 KEATING SECURITIES, LLC 5251 DTC PARKWAY, SUITE 1090 GREENWOOD VILLAGE, COLORADO 80111-2739 (720) 889-0131 (720) 889-0135 FAX June 15, 2006 Mr. Kevin Keating, President Qorus.com, Inc. 936A Beachland Boulevard, Suite 13 Vero Beach,...Financial Advisory Agreement • June 19th, 2006 • Qorus Com Inc • Services-business services, nec • Colorado
RECITALS A. The Company and Bolsover Endeavours entered into an oral agreement for Bolsover Endeavours to provide certain services to the Company.Professional Services Agreement • March 19th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • Nevada
C. Effective as of May 18, 2001, the Managers and initial Members entered into that certain Operating Agreement (the "OPERATING AGREEMENT"), a copy of which is attached hereto as Exhibit A, which governs the rights, ---------- preferences, privileges...Membership Interest Purchase Agreement • August 23rd, 2006 • DigitalFX International Inc • Services-computer integrated systems design • Nevada
RECITALS A. The Company and Bolsover Endeavours entered into an oral agreement for Bolsover Endeavours to provide certain services to the Company.Professional Services • March 16th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • Nevada
1 EXHIBIT 6.15 COMMISSION AGREEMENT THIS COMMISSION AGREEMENT (this "Agreement"), dated as of December 31, 1999, is entered into by and between Qorus.com, Inc., a Delaware corporation ("Qorus"), and NetDox, Inc., a Delaware corporation ("NetDox")....Commission Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Delaware
EXHIBIT 6.14 RESCISSION AGREEMENT THIS RESCISSION AGREEMENT (this "Agreement"), dated as of December 31, 1999, is entered into by and between Qorus.com, Inc., a Delaware corporation ("Qorus"), and NetDox, Inc., a Delaware corporation ("NetDox")....Rescission Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 29, 2007, by and among DigitalFX International, Inc., a Florida corporation, with headquarters located at 3035 East Patrick Lane, Suite 9, Las Vegas, NV 89120 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
BY AND AMONGMerger Agreement • December 16th, 2005 • Qorus Com Inc • Services-business services, nec • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 30, 2007, by and among DigitalFX International, Inc., a Florida corporation, with headquarters located at 3035 East Patrick Lane Suite 9 Las Vegas, NV 89120 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
1 EXHIBIT 6.24 QORUS.COM, INC. SUBSCRIPTION AGREEMENT FOR BRIDGE FINANCING The undersigned, MARK VALENTINE, hereby agrees to enter into a bridge financing arrangement with QORUS.COM, INC. ("Qorus.com"), a Florida corporation, according to the...Subscription Agreement • March 29th, 2000 • Qorus Com Inc • Services-business services, nec
SECURITY AGREEMENTSecurity Agreement • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
SECURITY AGREEMENT, dated as of November 30, 2007 (this "Agreement") made by DIGITALFX INTERNATIONAL, INC., a Florida corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company, the "Grantors"), in favor of PORTSIDE GROWTH AND OPPORTUNITY FUND, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
1 EXHIBIT 6.13 BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of July 15, 1999, is entered into by and between Qorus.com, Inc., a Delaware corporation ("Qorus"),...Bill of Sale, Assignment and Assumption Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Delaware
RECITALSAuthorized Reseller Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Florida
1 EXHIBIT 6.20 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this "Agreement") is made as of October 28, 1999 by and between Tornado Development, Inc. ("Tornado") and QORUS.COM, INC. ("Qorus") (each, individually, a "Party"...Settlement Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • California
Amendment No. 2 to Asset Purchase AgreementAsset Purchase Agreement • May 8th, 2002 • Qorus Com Inc • Services-business services, nec • Delaware
1 EXHIBIT 6.18 EXODUS COMMUNICATIONS, INC. INTERNET DATA CENTER SERVICES AGREEMENT THIS INTERNET DATA CENTER SERVICES AGREEMENT (this "Agreement") is made effective as of the Submission Date (________ ___, 199_) indicated in the initial Internet Data...Internet Data Center Services Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • California
GUARANTYGuaranty • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
GUARANTY, dated as of November 30, 2007 made by each of the undersigned (each a "Guarantor", and collectively, the "Guarantors"), in favor of PORTSIDE GROWTH AND OPPORTUNITY FUND, a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
PLEDGE AGREEMENTPledge Agreement • November 30th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
PLEDGE AGREEMENT (this "Agreement"), dated as of November 30, 2007, made by each entity listed as a pledgor on the signature pages hereto (each a "Pledgor" and collectively, the "Pledgors"), in favor of PORTSIDE GROWTH AND OPPORTUNITY FUND a company organized under the laws of the Cayman Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Securities Purchase Agreement, dated as of November 29, 2007 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
