ContractMarver James D • November 4th, 2003 • Retail-record & prerecorded tape stores • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
EUNIVERSE, INC. SECURED NOTE PURCHASE AGREEMENTSecured Note Purchase Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
This Secured Note Purchase Agreement (the “Agreement”) is made this 15th day of July, 2003 (the “Effective Date”) by and between eUniverse, Inc., a Delaware corporation (the “Company”), and VP Alpha Holdings IV, L.L.C. (the “Purchaser”).
AGREEMENTAgreement • October 29th, 2004 • Marver James D • Retail-record & prerecorded tape stores • California
THIS AGREEMENT (this “Agreement”) is made by and among Intermix Media, Inc. (f/k/a eUniverse, Inc.), a Delaware corporation (the “Company”) and the holders (the “Stockholders”) of the Company’s Series C Convertible Preferred Stock (the “Series C”) listed on the signature pages hereto.
JOINT FILING AGREEMENTJoint Filing Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
ASSIGNMENT AGREEMENTAssignment Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
AMENDMENT TO OPTION AGREEMENT AND NOTICE OF EXERCISEOption Agreement and Notice of Exercise • April 28th, 2004 • Marver James D • Retail-record & prerecorded tape stores
THIS AMENDMENT TO OPTION AGREEMENT AND NOTICE OF EXERCISE (this “Agreement”) is made on April 15, 2004, by and among 550 DIGITAL MEDIA VENTURES, INC. (“Seller”), EUNIVERSE, INC. (the “Company”) and VP Alpha Holdings IV, L.L.C. (“Buyer”).
STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • July 21st, 2005 • Marver James D • Retail-record & prerecorded tape stores • Delaware
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of July 18, 2005, by and among Fox Interactive Media, Inc., a corporation organized under the laws of Delaware (“Parent”), the stockholders listed on Schedule I hereto (each, a “Stockholder” and collectively, the “Stockholders”), and solely with respect to Sections 3.6, News Corporation, a Delaware corporation (“News”).
Term Sheet # 1 - SonyMarver James D • July 25th, 2003 • Retail-record & prerecorded tape stores
This term sheet is among eUniverse, Inc. (“Company”), 550 Digital Media Ventures, Inc., a wholly owned subsidiary of Sony Corporation of America (“Sony”), and VP Alpha Holdings IV, L.L.C. (“VPVP”).
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • November 4th, 2003 • Marver James D • Retail-record & prerecorded tape stores
This MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 31, 2003 by and among eUniverse, Inc., a Delaware corporation (the “Company”), and VantagePoint Venture Partners IV(Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (each a “Fund” and together the “Funds” and together with the Company, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 21st, 2005 • Marver James D • Retail-record & prerecorded tape stores
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • November 4th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
This SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date written on the signature line hereof (the “Purchase Date”) by and between eUniverse, Inc., a Delaware corporation (the “Company”), and the purchasers listed on the Schedule of Purchasers attached hereto (the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 12 of this Agreement.
REGISTRATION RIGHTS AGREEMENT EUNIVERSE, INC.Registration Rights Agreement • November 4th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
REGISTRATION RIGHTS AGREEMENT dated as of the date written below, between eUniverse, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders (the “Stockholders”).
Term Sheet # 2Marver James D • July 25th, 2003 • Retail-record & prerecorded tape stores
Loan: Bridge loan to the Company from VPVP in the amount of $2.0 million (the “Loan”). The principal of the Loan to be due and payable on the earlier of (a) the closing of the PIPE transaction referenced below, in which case the outstanding principal and interest under the Loan shall be applied toward the purchase price in the PIPE transaction, (b) the maturity date of the Company’s existing loan with an affiliate of Sony, (c) two years from the date of the Loan, or (d) the closing of any debt or equity financing by the Company in excess of $2.5 million. $500,000 additional paid directly to Sony to purchase $500,000 of its existing promissory note from the Company. Bridge loan is to be secured by first priority lien on assets of the Company, on a pari passu basis with the Company’s existing loan from an affiliate of Sony, will be payable interest only at 8% per annum payable quarterly. Form of Loan Agreement to be acceptable to VPVP in its sole discretion and acceptable to the Company
September 30, 2004 VP Alpha Holdings IV, L.L.C. c/o Vantage Point Venture PartnersMarver James D • October 29th, 2004 • Retail-record & prerecorded tape stores
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • November 4th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
THIS CONSENT AND WAIVER AGREEMENT (this “Agreement”) is made and entered into by and among between 550 Digital Media Ventures, Inc. (together with its predecessor in interest, “550 DMV”), the investors listed on the signature pages below (collectively, “VPVP”), and eUniverse, Inc. (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 11th, 2005 • Marver James D • Retail-record & prerecorded tape stores
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
OPTION AGREEMENTOption Agreement • July 25th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
OPTION AGREEMENT, dated as of July 15, 2003, among 550 Digital Media Ventures, Inc. (“Seller”), an affiliate of Sony Broadband Entertainment, Inc., eUniverse, Inc., a Delaware corporation (the “Company”), and VP Alpha Holdings IV, L.L.C. (“Buyer”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 26th, 2005 • Marver James D • Semiconductors & related devices
This agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.
VOTING AGREEMENTVoting Agreement • November 4th, 2003 • Marver James D • Retail-record & prerecorded tape stores • California
THIS VOTING AGREEMENT, dated as of the date written below (the “Agreement”), is by and among various investors listed on the signature pages below (collectively, “VPVP”), eUniverse, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
