CONSULTING AND NON-COMPETITION AGREEMENT This CONSULTING AND NONCOMPETITION AGREEMENT is made as of July 25, 2000, between, YouthStream Media Networks, Inc. a Delaware Corporation (the "Company"), and Andrew P. Weinreich (the "Consultant"), with...Consulting Agreement • September 27th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services • New York
TO NON-QUALIFIED STOCK OPTION AGREEMENT (DATED JULY 31, 2000)Non-Qualified Stock Option Agreement • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services
Maximum Amount: $15,000,000 -------------- Term: Three years ----- Revolving Credit Rate: Index Rate plus 5.50% ---------------------- Letter of Credit Subfacility: $3,000,000 ----------------------------- Borrowing Base: The sum of: (a) up to 85% of...Loan and Security Agreement • July 18th, 2005 • Youthstream Media Networks Inc • Services-advertising • California
July 13, 2000Merger Agreement • September 27th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services • Delaware
BETWEENManagement Services Agreement • March 14th, 2005 • Youthstream Media Networks Inc • Services-advertising • Delaware
YOUTHSTREAM MEDIA NETWORKS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Issued Pursuant to YouthStream Media Networks, Inc. 2000 Stock Incentive Plan) Youthstream Media Networks, Inc., a Delaware corporation with its principal office at 28 West 23rd...Non-Qualified Stock Option Agreement • November 14th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services • New York
WARRANT HOLDER RIGHTS AGREEMENTWarrant Holder Rights Agreement • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising • Delaware
This Warrant Holder Rights Agreement (“Agreement”) is made as of the 28th day of August 2003, by and between YouthStream Media Networks, Inc., a Delaware corporation (“Company”) and Jonathan V. Diamond (“Holder”). The parties hereby agree as follows:
EMPLOYMENT AGREEMENT The parties to this agreement are Irwin Engelman, residing at 936 Fifth Avenue, New York, N.Y. 10021 (the "Executive"), and YouthStream Media Networks, Inc., a Delaware corporation with its principal office at 28 West 23rd Street,...Employment Agreement • November 14th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services • New York
LIMITED GUARANTY AND PLEDGE AGREEMENT THIS LIMITED GUARANTY AND PLEDGE AGREEMENT (this "AGREEMENT") is made as of February 28, 2005, between YOUTHSTREAM MEDIA NETWORKS, INC., a Delaware corporation (the "PLEDGOR"), and KES HOLDINGS, LLC, a Delaware...Limited Guaranty and Pledge Agreement • March 14th, 2005 • Youthstream Media Networks Inc • Services-advertising • Delaware
July 2, 2001Non-Qualified Stock Option Agreement • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services • New York
EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 20th, 2002 • Youthstream Media Networks Inc • Services-advertising • New York
FORM OF NOTE--ATACAMA CAPITAL HOLDINGS, LTD. YOUTHSTREAM ACQUISITION CORP. 8.0% SUBORDINATED SECURED NOTE DUE FEBRUARY 28, 2015Subordinated Secured Note • March 14th, 2005 • Youthstream Media Networks Inc • Services-advertising • Delaware
YOUTHSTREAM MEDIA NETWORKS, INC. Amendment to Employment AgreementEmployment Agreement • September 27th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services
MORTGAGEMortgage • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising
This Mortgage is made as of this 13th day of August, 2003, by and between Beyond the Wall, Inc., a Delaware corporation, as the “Mortgagor”, and Jess M. Ravich and Tia P. Ravich, Trustees of the Ravich Revocable Trust of 1989, a revocable trust created under the laws of the State of California, whose address is 11766 Wilshire Blvd., Suite 870, Los Angeles, California 90025, as the “Mortgagee”.
PAYOFF AND SETTLEMENT AGREEMENTPayoff and Settlement Agreement • October 4th, 2005 • Youthstream Media Networks Inc • Services-advertising
This payoff and settlement agreement ("Agreement") is made this 30th day of September 2005, by and among YouthStream Media Networks, Inc. ("YouthStream"), Beyond the Wall, Inc. ("BTW"), 1903 West Main Street Realty Management, LLC ("Main Street"), and Clive Corporation, Inc. ("Clive"), with reference to the following facts:
MORTGAGEMortgage • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising
This Mortgage is made as of this 13th day of August, 2003, by and between Beyond the Wall, Inc., a Delaware corporation, as the “Mortgagor”, and Jonathan V. Diamond, an adult individual, whose address is 374 West 11th Street #7, New York, NY 10014, as the “Mortgagee”.
SECURITY AGREEMENT Dated as of: January 24, 2003Security Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York
This Security Agreement is by and among YouthStream Media Networks, Inc., a Delaware corporation ("YouthStream"), Network Event Theater, Inc., a Delaware corporation ("NET"), The Ravich Revocable Trust of 1989 (the "Ravich Trust") and the United States Small Business Administration, as Receiver for Interequity Capital Partners, LP ("Interequity"). Each of YouthStream and NET are individually referred to herein as a "Company" and collectively as the "Companies."
AGREEMENTRestructuring Agreement • June 16th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York
THIS AGREEMENT (the “Agreement”) is entered into as of June 9, 2003, by and among YouthStream Media Networks, Inc., a Delaware corporation (“YouthStream”), Network Event Theater, Inc., a Delaware corporation (“Network”), a subsidiary of YouthStream, Beyond the Wall, Inc., a Delaware corporation (“BTW”), the Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee) (the “Ravich Trust”), and the United States Small Business Administration as Receiver for Interequity Capital Partners, LP (“Interequity”), with reference to the following:
AMENDMENT NO. 1 TO PROMISSORY NOTE (Interequity Note)Promissory Note • June 16th, 2003 • Youthstream Media Networks Inc • Services-advertising
THIS AMENDMENT NO. 1 (the “Amendment”) is entered into as of June 9, 2003, by and among YouthStream Media Networks, Inc., a Delaware corporation (“YouthStream”), Beyond the Wall, Inc., a Delaware corporation (“BTW”), and Interequity Capital Partners, LP (“Interequity”), and amends that certain Promissory Note dated January 24, 2003, in the principal sum of $1,000,000, from BTW to Interequity (the “Note”).
Libra Securities, LLC 11766 Wilshire Blvd., Suite 870 Los Angeles, CA 90025Termination Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising
This letter will confirm that the agreement between us dated May 9, 2002 is terminated and all rights and obligations thereunder are discharged (other than YouthStream Media Networks, Inc.'s and Network Event Theater, Inc.'s obligations under Section 5 Indemnification, and Exhibit A thereof).
AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT January 23, 2003Restructuring Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York
This Amendment No. 1 to Restructuring Agreement (this "Amendment") amends that certain Restructuring Agreement dated as of January 20, 2003 (the "Agreement") by and among YouthStream Media Networks, Inc. ("YouthStream") and its subsidiary, Network Event Theater, Inc. ("NET"), each of which is a Delaware corporation, and the Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee) (the "Ravich Trust"), the United States Small Business Administration as Receiver for Interequity Capital Partners, LP, TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB, LLC, The Charles and Adele Thurnher Living Trust Dated December 7, 1989 (Charles Thurnher, Trustee), The Morrish Community Property Trust Dated April 15, 1998 (Robert G. Morrish, Trustee), and Jean Smith, Stanley J. Schrager, Richard Coppersmith, Rand Ravich and Jess M. Ravich, individually. The parties to this Amendment are YouthStream, NET and the Ravich Trust. Capitalized terms not defined herein shall have the meanings asc
AMENDMENT NO.1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • September 27th, 2000 • Youth Stream Media Networks Inc • Cable & other pay television services
Exhibit 2.1 ASSET PURCHASE AND PATENT ASSIGNMENT AGREEMENTAsset Purchase and Patent Assignment Agreement • October 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • California
AMENDMENT NO. 2 TO RESTRUCTURING AGREEMENT January 24, 2003Restructuring Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York
This Amendment No. 2 to Restructuring Agreement (this "Amendment") amends that certain Restructuring Agreement dated as of January 20, 2003, as amended by Amendment No. 1 thereto (the "Agreement"), by and among YouthStream Media Networks, Inc. ("YouthStream") and its subsidiary, Network Event Theater, Inc. ("NET"), each of which is a Delaware corporation, and the Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee) (the "Ravich Trust"), the United States Small Business Administration as Receiver for Interequity Capital Partners, LP ("Interequity"), TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB, LLC, The Charles and Adele Thurnher Living Trust Dated December 7, 1989 (Charles Thurnher, Trustee), The Morrish Community Property Trust Dated April 15, 1998 (Robert G. Morrish, Trustee), and Jean Smith, Stanley J. Schrager, Richard Coppersmith, Rand Ravich and Jess M. Ravich, individually. The parties to this Amendment are YouthStream, NET, the Ravich Trust and Interequ
INTER-CREDITOR AGREEMENTInter-Creditor Agreement • September 11th, 2003 • Youthstream Media Networks Inc • Services-advertising • Pennsylvania
THIS INTER-CREDITOR AGREEMENT (the “Agreement”) is made this 13TH day of August, 2003, by and between JONATHAN V. DIAMOND (“Diamond”), 374 W. 11th Street #7, New York, NY 10014, and Jess M. Ravich and Tia P. Ravich, as Trustees of the RAVICH REVOCABLE TRUST OF 1989 (the “Trust”), 11766 Wilshire Blvd. #870, Los Angeles, CA 90025.
AMENDMENT NO. 1 TO PROMISSORY NOTE (Ravich Trust Note)Promissory Note • June 16th, 2003 • Youthstream Media Networks Inc • Services-advertising
THIS AMENDMENT NO. 1 (the “Amendment”) is entered into as of June 9, 2003, by and among YouthStream Media Networks, Inc., a Delaware corporation (“YouthStream”), Beyond the Wall, Inc., a Delaware corporation (“BTW”), and the Ravich Revocable Trust of 1989 (the “Ravich Trust”), and amends that certain Promissory Note dated January 24, 2003, in the principal sum of $3,000,000, from BTW to the Ravich Trust (the “Note”).
AGREEMENT REGARDING JOINT FILINGJoint Filing Agreement • September 10th, 2003 • Youthstream Media Networks Inc • Services-advertising
The undersigned, the Ravich Revocable Trust of 1989, a California revocable trust, Jess M. Ravich and Tia P. Ravich, hereby agree and acknowledge that the information required by the Schedule 13D to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.
AGREEMENT OF SALEAgreement of Sale • March 11th, 2004 • Youthstream Media Networks Inc • Services-advertising
THIS AGREEMENT OF SALE(this “Agreement”) is made this day of February, 2004, by and between BEYOND THE WALL, INC., a Delaware corporation (“Seller”), and 1903 WEST MAIN STREET REALTY MANAGEMENT, LLC, a Pennsylvania limited liability company (“Buyer”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 11th, 2004 • Youthstream Media Networks Inc • Services-advertising
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made this day of February, 2004, by and among BEYOND THE WALL, INC., a Delaware corporation (the “Seller”), YOUTHSTREAM MEDIA NETWORKS, INC., a Delaware corporation (the “Parent”), CLIVE CORPORATION, INC., a Pennsylvania corporation (“Clive”) (the “Buyer”).
YOUTHSTREAM MEDIA NETWORKS, INC. Amendment to Employment AgreementEmployment Agreement • August 31st, 2001 • Youth Stream Media Networks Inc • Cable & other pay television services
Existing Director Release to YouthStream Media Networks, Inc.Employment Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising
SECURED PROMISSORY NOTESecured Promissory Note • March 11th, 2004 • Youthstream Media Networks Inc • Services-advertising
FOR VALUE RECEIVED, the undersigned, CLIVE CORPORATION, INC., a Pennsylvania corporation and 1903 WEST MAIN STREET REALTY MANAGEMENT, LLC, a Pennsylvania limited liability company, jointly and severally referred to herein as “Borrower,” promise to pay to the order of BEYOND THE WALL, INC., a Delaware corporation, its successors and assigns (“Lender”), the principal sum of ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000.00), together with interest on the principal sum, in lawful money of the United States of America, payable pursuant to the terms and conditions provided for herein. This secured promissory note (this “Note”) is being issued pursuant to that certain Asset Purchase Agreement, dated February , 2004 (the “Purchase Agreement”), to which both Borrower and Lender are parties, as well as Lender’s parent company, YouthStream Media Networks, Inc. (“Parent”) and is secured by the Collateral, as such term is defined in the Security Agreement, dated of even date herewith (the “S
RESTRUCTURING AGREEMENT January 20, 2003Restructuring Agreement • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York
The parties to this agreement ("Agreement") are YouthStream Media Networks, Inc. ("YouthStream") and its subsidiary, Network Event Theater, Inc. ("NET"), each of which is a Delaware corporation, and the Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee) ("Ravich"), the United States Small Business Administration as Receiver for Interequity Capital Partners, LP ("Interequity"), TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB, LLC, The Charles and Adele Thurnher Living Trust Dated December 7, 1989 (Charles Thurnher, Trustee), The Morrish Community Property Trust Dated April 15, 1998 (Robert G. Morrish, Trustee), and Jean Smith, Stanley J. Schrager, Richard Coppersmith, Rand Ravich and Jess M. Ravich, individually. The parties to this Agreement other than YouthStream and NET are sometimes collectively referred to in this Agreement as the "Holders."
MUTUAL RELEASE January 24, 2003Mutual Release • February 7th, 2003 • Youthstream Media Networks Inc • Services-advertising • New York
THIS MUTUAL RELEASE ("Mutual Release") is made by and between each of Ravich Revocable Trust of 1989 (Jess M. Ravich, Trustee), Libra Securities, LLC, a Delaware limited liability company ("Libra"), the United States Small Business Administration as Receiver for Interequity Capital Partners, LP ("Interequity"), TCW Shared Opportunity Fund II, L.P., Shared Opportunity Fund IIB, LLC, The Charles and Adele Thurnher Living Trust Dated December 7, 1989 (Charles Thurnher, Trustee), The Morrish Community Property Trust Dated April 15, 1998 (Robert G. Morrish, Trustee), and Jean Smith, Stanley J. Schrager, Richard Coppersmith, Rand Ravich and Jess M. Ravich, individually (all such parties being collectively referred to below as the "Holders"), YouthStream Media Networks, Inc. ("YouthStream") and Network Event Theater, Inc. ("NET"), each of which is a Delaware corporation (collectively with the Holders, the "Parties"). Capitalized terms not otherwise defined in this Mutual Release shall have th
