EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 12, 2002Merger Agreement • August 13th, 2002 • Mindarrow Systems Inc • Services-business services, nec • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2005 • Avalon Digital Marketing Systems Inc • Services-business services, nec • New York
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 24th, 2001 • Mindarrow Systems Inc • Services-business services, nec • California
Exhibit 2.1(a) ASSET PURCHASE AGREEMENT by and between AVALON DIGITAL MARKETING SYSTEMS, INC. (as "Seller")Asset Purchase Agreement • July 14th, 2003 • Avalon Digital Marketing Systems Inc • Services-business services, nec • Delaware
AGREEMENT ---------Indemnification Agreement • November 30th, 1999 • Ecommercial Com Inc • Nevada
AGREEMENTAgreement • February 14th, 2001 • Mindarrow Systems Inc • Services-business services, nec • California
MERGER AGREEMENT by and between WIRELESS NETCOM, INC. A Nevada CorporationMerger Agreement • November 30th, 1999 • Ecommercial Com Inc
EXHIBIT 10.8 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (this "AGREEMENT") is entered into as of ________, 2002, by and among MINDARROW SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and EAST-WEST CAPITAL ASSOCIATES, INC., a California...Advisory Agreement • June 25th, 2002 • Mindarrow Systems Inc • Services-business services, nec
WHEREAS, the Company and Consultant are parties to that certain Letter Agreement (the "Original Letter Agreement"), dated as of December 31, 2000, pursuant to which the Company and Consultant mutually terminated that certain Consulting Agreement,...Letter Agreement • April 16th, 2001 • Mindarrow Systems Inc • Services-business services, nec • California
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF ECOMMERCIAL.COM, INC.Warrant Agreement • November 30th, 1999 • Ecommercial Com Inc • Delaware
EXHIBIT B TO SECURITIES PURCHASE AGREEMENT INVESTORS' RIGHTS AGREEMENT INVESTORS' RIGHTS AGREEMENT ("AGREEMENT") dated as of , 2002, by and among MINDARROW SYSTEMS, INC., a corporation organized under the laws of the State of Delaware (the "COMPANY"),...Investors' Rights Agreement • June 25th, 2002 • Mindarrow Systems Inc • Services-business services, nec • Delaware
EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of __________ ___, 2001, by and between MindArrow Systems, Inc., a Delaware corporation (the "Company") and the persons...Registration Rights Agreement • December 31st, 2001 • Mindarrow Systems Inc • Services-business services, nec • California
EXHIBIT 10.8 INDEMNIFICATION AGREEMENT ------------------------- This Agreement is made as of the 25th day of October, 1999, by and between Eric A. McAfee, an individual ("McAfee") and eCommercial.com, Inc., a Nevada corporation ("eCommercial.com").Indemnification Agreement • November 30th, 1999 • Ecommercial Com Inc
This Agreement is made as of the 25th day of October, 1999, by and between Eric A. McAfee, an individual ("McAfee") and eCommercial.com, Inc., a Nevada corporation ("eCommercial.com").
WITNESSETH: ----------Merger Agreement • April 3rd, 2000 • Mindarrow Systems Inc • Services-business services, nec
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of September 28,1999, is by and between eCommercial.com Inc., a Nevada corporation (the "Employer"), and Mark Grundy (the "Employee"). In consideration of the mutual covenants...Employment Agreement • November 30th, 1999 • Ecommercial Com Inc • California
This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Nevada, without giving effect to the conflict of laws principles thereof; provided, that in the event the Company -------- reincorporates as a...Voting Agreement • June 27th, 2000 • Mindarrow Systems Inc • Services-business services, nec • Nevada
This VOTING AGREEMENT (this "Agreement") is made as of September __, 1999, by and among Thomas J. Blakeley ("Blakeley"), Eric A. McAfee ("McAfee"), Clyde Berg ("Berg") and @Onex LLC, a Delaware limited liability company ("@Onex").
RECITALS: --------Stock Purchase Agreement • November 30th, 1999 • Ecommercial Com Inc • California
EXHIBIT 2.2 DATED 2000 ---------------------Agreement for the Sale and Purchase of Shares • July 20th, 2000 • Mindarrow Systems Inc • Services-business services, nec • Hong Kong
EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of September 28, 1999, is by and between ecommercial.com Inc., a Nevada corporation (the "Employer"), and Eric A. McAfee (the "Employee"). In consideration of the mutual covenants...Employment Agreement • November 30th, 1999 • Ecommercial Com Inc • California
EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of May 24, 2000, is by and between MindArrow Systems Inc., a Delaware corporation (the "Employer"), and Robert Webber (the "Employee"). In consideration of the mutual covenants...Employment Agreement • July 20th, 2000 • Mindarrow Systems Inc • Services-business services, nec • California
TO SECURITIES PURCHASE AGREEMENT COMMON STOCK REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of _____________, 2002, by and among MINDARROW SYSTEMS, INC., a corporation organized under the laws of the State of...Common Stock Registration Rights Agreement • June 25th, 2002 • Mindarrow Systems Inc • Services-business services, nec • Delaware
WARRANTWarrant Agreement • June 25th, 2002 • Mindarrow Systems Inc • Services-business services, nec • Delaware
RECITALSStrategic Relationship Agreement • November 30th, 1999 • Ecommercial Com Inc • California
SHARES OFWarrant to Purchase Shares • June 25th, 2002 • Mindarrow Systems Inc • Services-business services, nec • Delaware
EXHIBIT 4.1 AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT This Amended and Restated Investors' Rights Agreement (this "Agreement") is made and entered into as of __________ __, 2000, by and between eCommercial.com, Inc., a Nevada corporation (the...Investors' Rights Agreement • April 3rd, 2000 • Mindarrow Systems Inc • Services-business services, nec • California
Exhibit 10.9 STRATEGIC CONSULTING AGREEMENT THIS STRATEGIC CONSULTING AGREEMENT (this "AGREEMENT") is entered into as of ________, 2002, by and among MINDARROW SYSTEMS, INC., a Delaware corporation (the "COMPANY"), and EAST-WEST CAPITAL ASSOCIATES,...Strategic Consulting Agreement • June 25th, 2002 • Mindarrow Systems Inc • Services-business services, nec
EXHIBIT 4.1 THIS NOTE IS MADE IN CONNECTION WITH THAT CERTAIN ASSET PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 12, 2001, BY AND AMONG MAKER, PAYEE AND STREAMEDIA.COM, LLC (THE "ASSET PURCHASE AGREEMENT"). PAYMENTS UNDER THIS NOTE ARE SUBJECT TO ARTICLE...Subordinated Promissory Note • September 24th, 2001 • Mindarrow Systems Inc • Services-business services, nec • California
EXHIBIT 10.11 Sublease Agreement Between Berg McAfee Companies and eCommercial.com, Inc. 1. Parties: This Sublease (the "Sublease"), is entered into as of this 1st day of September, 1999, (the "Effective Date") between Berg McAfee Companies and...Sublease Agreement • April 3rd, 2000 • Mindarrow Systems Inc • Services-business services, nec
EXHIBIT 4.1 INVESTORS' RIGHTS AGREEMENT This Investors' Rights Agreement (this "Agreement") is made and entered into as of __________ __, 1999, by and between eCommercial.com, Inc., a Delaware corporation (the "Company") and the persons listed on the...Investors' Rights Agreement • November 30th, 1999 • Ecommercial Com Inc • California
EXHIBIT 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, made as of June 30, 2000 is by and between MindArrow Systems, Inc., a Delaware corporation and successor to eCommercial.com, Inc. (the "Company"), and Thomas J. Blakeley (the "Consultant")....Consulting Agreement • August 14th, 2000 • Mindarrow Systems Inc • Services-business services, nec • California
EXHIBIT 10.1 Letter to Thomas J. Blakeley Re. Settlement and Release of Claims December 31, 2000 Page 1 December 31, 2000 Mr. Thomas J. Blakeley 101 Enterprise Suite 340 Aliso Viejo, CA 92656 Re: SETTLEMENT AND RELEASE OF CLAIMS AGREEMENT Dear Mr....Settlement and Release of Claims Agreement • February 14th, 2001 • Mindarrow Systems Inc • Services-business services, nec • California
ADDENDUM TOIndemnification Agreement • February 14th, 2001 • Mindarrow Systems Inc • Services-business services, nec • California
EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of June 1, 2000, is by and between MindArrow Systems, Inc., a Delaware corporation (the "Employer"), and Thomas J. Blakeley (the "Employee"). In consideration of the mutual covenants...Employment Agreement • July 20th, 2000 • Mindarrow Systems Inc • Services-business services, nec • California
WITNESSETHSecurities Purchase Agreement and Investors' Rights Agreement • August 5th, 2002 • Mindarrow Systems Inc • Services-business services, nec • California
Exhibit 99.4 ------------ NOTE AND WARRANT PURCHASE AND SECURITY AGREEMENT By and Among AVALON DIGITAL MARKETING SYSTEMS, INC.Note and Warrant Purchase and Security Agreement • January 14th, 2005 • Avalon Digital Marketing Systems Inc • Services-business services, nec • Delaware
