Exhibit 3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May__, 2000, by and among PHOTOLOFT.COM, a Nevada corporation, with its principal place of business at 300 Orchard City Drive, Campbell, California...Registration Rights Agreement • June 19th, 2000 • Intellect Capital Group LLC • Services-business services, nec • California
PROMISSORY NOTEPromissory Note • June 19th, 2000 • Intellect Capital Group LLC • Services-business services, nec
Exhibit 7 SHAREHOLDER AGREEMENT This Shareholder Agreement (the "Agreement"), dated as of May __, 2000, is by and between ___________________________________, a shareholder (the "Shareholder") of PhotoLoft.com, a Nevada corporation (the "Company"),...Shareholder Agreement • June 19th, 2000 • Intellect Capital Group LLC • Services-business services, nec • California
WITNESSETH:Stock Purchase Agreement • June 19th, 2000 • Intellect Capital Group LLC • Services-business services, nec • California
BRIGHTCUBE, INC. 2001 EQUITY INCENTIVE PLANStock Option Agreement • April 30th, 2002 • Intellect Capital Group LLC • Services-business services, nec
This Warrant Agreement (the "Agreement") is by and between BRIGHTCUBE, --------- INC., a Nevada corporation ("BrightCube") and INTELLECT CAPITAL GROUP, LLC ---------- ("Holder"). This Warrant Agreement is being issued in connection with an ------...Loan Agreement • April 30th, 2002 • Intellect Capital Group LLC • Services-business services, nec • Nevada
ARTICLE I DEFINITIONSLoan and Security Agreement • June 19th, 2000 • Intellect Capital Group LLC • Services-business services, nec • California
This Warrant Agreement (the "Agreement") is by and between BRIGHTCUBE, --------- INC., a Nevada corporation ("BrightCube") and INTELLECT CAPITAL GROUP, LLC ---------- ("Holder"). This Warrant Agreement is being issued in connection with an ------...Warrant Agreement • April 30th, 2002 • Intellect Capital Group LLC • Services-business services, nec • Nevada
LETTERHEAD OF PHOTOLOFT INC.] July 28, 2000 Terren S. Peizer Chief Executive Officer Intellect Capital Group, LLC 11111 Santa Monica Blvd. Los Angeles, California 90025Stock Purchase Agreement • July 31st, 2000 • Intellect Capital Group LLC • Services-business services, nec
This letter amends and supplements that certain Stock Purchase Agreement, dated as of April 18, 2000, supplemented as of May 22, 2000, and executed as of June 8, 2000 ("Agreement"), by and between Intellect Capital Group, LLC, a Delaware limited liability company (the "Purchaser" and sometimes referred to herein as "you"), and PhotoLoft.Com, a Nevada corporation (the "Company" and sometimes referred to herein as "we" or "us"). Capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Agreement.
RECITALSStock Pledge Agreement • September 6th, 2002 • Intellect Capital Group LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
EXHIBIT 10.1 LIMITED RECOURSE GUARANTY THIS LIMITED RECOURSE GUARANTY ("Guaranty"), dated as of July 31, 2002, is made by Intellect Capital Group, LLC with an address 11111 Santa Monica Blvd, Suite 650 Los Angeles CA 90025 (the "Guarantor") in favor...Limited Recourse Guaranty • September 6th, 2002 • Intellect Capital Group LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
STOCK PURCHASE AGREEMENT (Opus X Capital buys)Stock Purchase Agreement • October 10th, 2001 • Intellect Capital Group LLC • Services-business services, nec • California
This Stock Purchase Agreement ("Agreement") is made as of September 5, 2001 by and between Benny Shabtai ("Seller"), and Opus X Capital, LLC ("Purchaser").
STOCK PURCHASE AGREEMENT (ICG sells)Stock Purchase Agreement • October 10th, 2001 • Intellect Capital Group LLC • Services-business services, nec • California
This Stock Purchase Agreement ("Agreement") is made as of September 5, 2001 by and between Intellect Capital Group, LLC ("Seller"), and Seville Media, Inc. ("Purchaser").
ICG LETTERHEAD]Loan and Security Agreement • October 10th, 2001 • Intellect Capital Group LLC • Services-business services, nec
This letter and the agreements set forth herein are limited strictly to the express terms thereof, and shall not be construed to otherwise amend or alter in any respect the terms of the Loan Agreement or any other Loan Document, each of which is hereby ratified by the Borrower and the Lender in all respects. Without limiting the foregoing, the Lender shall not be deemed to have notice of, or to have waived, any default under the Loan Agreement or any other Loan Document by virtue of entering into this letter, nor does this letter in any way waive or limit any of the rights of the Lender in connection with the occurrence of any Material Adverse Effect. It is further expressly understood that no forbearance or waiver in connection with the Loan Agreement on any occasion shall be deemed to constitute a forbearance or waiver of compliance with such provision on any other occasion.
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF INTELLECT CAPITAL GROUP, LLC, THIS PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, GIFTED OR OTHERWISE TRANSFERRED OR DISPOSED OF. PROMISSORY NOTEPromissory Note • October 10th, 2001 • Intellect Capital Group LLC • Services-business services, nec
WARRANT AGREEMENT TO PURCHASE COMMON STOCK OF BRIGHTCUBE, INC.Warrant Agreement • October 10th, 2001 • Intellect Capital Group LLC • Services-business services, nec • California
This Warrant Agreement (the "Agreement") is entered into this 14th day of August, 2001, by and between BRIGHTCUBE, INC., a Nevada corporation ("BrightCube") and INTELLECT CAPITAL GROUP, LLC, a Delaware limited liability company ("Holder"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
EXHIBIT 99 AGREEMENT REGARDING JOINT FILING OF STATEMENTS ON SCHEDULE 13D This JOINT SCHEDULE 13D FILING AGREEMENT, made as of April __, 2002 by and between Intellect Capital Group, LLC ("ICG"), a Delaware limited liability company, and Mr. Terren S....Joint Filing Agreement • April 30th, 2002 • Intellect Capital Group LLC • Services-business services, nec
