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,...Qorus Com Inc • June 19th, 2006 • Services-business services, nec • Colorado
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
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
1 EXHIBIT 3.2 LETTER AGREEMENTLetter Agreement • March 29th, 2000 • Qorus Com Inc • Services-business services, nec
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
EXHIBIT 10.35 SERVICE AGREEMENT This SERVICE AGREEMENT (the "Agreement") is made on February 28, 2001 between EXTEND INC., a Delaware corporation having its principal place of business at 550 E. Devon Ave., Itasca, IL 60143 ("Extend") and AELIX, INC.,...Service Agreement • May 15th, 2001 • Qorus Com Inc • Services-business services, nec • Illinois
LEASE AGREEMENT (Net)Lease Agreement • June 19th, 2006 • Qorus Com Inc • Services-business services, nec
WITNESSETHConsulting Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Illinois
1 EXHIBIT 6.31 CONVERTIBLE PROMISSORY NOTEQorus Com Inc • March 29th, 2000 • Services-business services, nec • Illinois
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
AMENDMENT NO. 2 TO ACQUISITION AGREEMENTAcquisition Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec
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").
ARTICLE 1Registration Rights Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Texas
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
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
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
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
SUBLEASEQorus Com Inc • June 19th, 2006 • Services-business services, nec
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").
DEED OF LEASE BETWEENQorus Com Inc • November 14th, 2000 • Services-business services, nec • Virginia
AGREEMENTAgreement • October 5th, 2006 • DigitalFX International Inc • Services-computer integrated systems design • Florida
1 EXHIBIT 6.17 LEASE AND SERVICE AGREEMENT This Agreement is made this 23rd day of December, 1999, by and between VANTAS/FairOaks ("Lessor") having offices known and numbered as Suites 650 and 800 (the "Facility") in the building located at 11350...Lease and Service Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec
RECITALSAuthorized Reseller Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • Florida
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...Data Center Services Agreement • January 21st, 2000 • Qorus Com Inc • Services-business services, nec • California
GUARANTYDigitalFX International Inc • November 30th, 2007 • 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").
EXHIBIT 10.38 -NOTE EXTENSION, MODIFICATION AND AMENDMENT AGREEMENTModification and Amendment Agreement • August 13th, 2001 • Qorus Com Inc • Services-business services, nec • Illinois
DIGITALFX INTERNATIONAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2008 • DigitalFX International Inc • Services-computer integrated systems design • Florida
This Indemnification Agreement (“Agreement”) is entered into on October __, 2008 to be effective as of the Effective Date (as defined below), by and between DigitalFX International, Inc., a Florida corporation (the “Company”), and _________________________ (“Indemnitee”).
RECITALSGuarantee and Assumption Agreement • March 2nd, 2006 • Qorus Com Inc • Services-business services, nec • Florida
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
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. SUBSCRIPTION AND RIGHTS AGREEMENT December 20, 2006Subscription and Rights Agreement • August 14th, 2007 • DigitalFX International Inc • Services-computer integrated systems design • New York
Subscription and Rights Agreement (this “Subscription Agreement”) with respect to the offering (the “Offering”) of up to 70 units (the “Units”) of FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (the “Company”), each such Unit consisting of 100 shares of Series A-1 or A-2 Cumulative Convertible Preferred Stock (“Convertible Preferred Stock”) and accompanying Warrants to purchase shares of the Company’s common stock, par value $.01 per share1 50% of the number of shares of Common Stock into which Holder's Preferred Stock is convertible. (the “Common Stock”). The conversion shares and the warrant shares underlying each Unit may not be separately transferred. The Units together with the Convertible Preferred Stock, the Warrants and the securities underlying each Unit are sometimes collectively referred to as “Securities”). The Certificate of Rights and Designations of the Convertible Preferred Stock and the form of Warrant are included in the Booklet, which accompani
RECITALSExchange Agreement • August 18th, 2005 • Qorus Com Inc • Services-business services, nec • Florida
