REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of November 2, 2005, by and among InfoSearch Media, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each...Registration Rights Agreement • November 7th, 2005 • InfoSearch Media, Inc. • Services-business services, nec • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • February 27th, 2006 • InfoSearch Media, Inc. • Services-business services, nec • California
RECITALSIndemnification Agreement • April 15th, 2005 • InfoSearch Media, Inc. • Services-business services, nec • Delaware
EXHIBIT 10.6 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this 31st day of December, 2004, by and among MAC Worldwide, Inc., a Delaware corporation (the "Company"), Trafficlogic, Inc., a California corporation...Subscription Agreement • January 4th, 2005 • Mac Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • New York
MAC WORLDWIDE, INC. AMENDMENT AGREEMENTCommon Stock Purchase Agreement • October 7th, 2002 • Mac Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • New York
EXHIBIT 10.3 LOCK-UP AGREEMENT MAC Worldwide, Inc. 1640 Terrace Way Walnut Creek, California 94596 Reference is made to that certain Term Sheet (the "Term Sheet"), dated October 26, 2004, as later amended, between MAC Worldwide, Inc., a Delaware...Lock-Up Agreement • January 4th, 2005 • Mac Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • New York
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of November 2, 2005, among InfoSearch Media, Inc., a Delaware corporation (the "Company"), and the investors identified on the signature pages hereto...Securities Purchase Agreement • November 7th, 2005 • InfoSearch Media, Inc. • Services-business services, nec • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated March 8, 2005 (the "Effective Date"), between InfoSearch Media, Inc., a Delaware corporation with its principal place of business located at 4086 Del Rey Avenue, Marina Del Rey,...Employment Agreement • March 14th, 2005 • InfoSearch Media, Inc. • Services-business services, nec
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") dated December 29, 2004 and effective as of December 31, 2004 (the "Effective Date"), between InfoSearch Media, Inc., a Delaware corporation, with its principal place of...Employment Agreement • January 4th, 2005 • Mac Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • January 4th, 2005 • Mac Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • New York
AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, InfoSearch Media, Inc., a Delaware corporation, with its principal place of business located at 4086 Del Rey Avenue, Marina Del Rey, California 90292 its affiliates, subsidiaries, successors and assigns (the...Employment Agreement • August 26th, 2005 • InfoSearch Media, Inc. • Services-business services, nec
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") dated and effective as of August 23, 2005 (the "Effective Date") is entered into by and between InfoSearch Media, Inc., a Delaware corporation, with its principal place of business...Employment Agreement • August 26th, 2005 • InfoSearch Media, Inc. • Services-business services, nec
RECITALSIndemnity Agreement • January 4th, 2005 • Mac Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
Incentive Stock Option AgreementIncentive Stock Option Agreement • April 17th, 2007 • InfoSearch Media, Inc. • Services-business services, nec • Delaware
The grant of this option is made pursuant to the MAC Worldwide, Inc. (predecessor to the Company) 2004 Stock Option Plan (the “Plan”). This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. The terms of the Plan are incorporated into this letter and in the case of any conflict between the Plan and this letter, the terms of the Plan shall control. Unless otherwise noted, capitalized terms shall have the meaning assigned to them in the Plan.
CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") dated and effective as of August 23, 2005 (the "Effective Date") is entered into by and between InfoSearch Media, Inc., a Delaware corporation, with its principal place of business...Consulting Agreement • July 12th, 2006 • InfoSearch Media, Inc. • Services-business services, nec
SUBSCRIPTION AGREEMENTSubscription Agreement • June 12th, 2008 • InfoSearch Media, Inc. • Services-business services, nec • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between Infosearch Media, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Subscriber”).
RECITALSIndemnity Agreement • April 22nd, 2005 • InfoSearch Media, Inc. • Services-business services, nec • Delaware
EXHIBIT 2.2 SPLIT-OFF AGREEMENT THIS SPLIT-OFF AGREEMENT (the "Agreement") is made and entered into this 30 day of December, 2004, by and between MAC Worldwide, Inc., a Delaware corporation ("Seller"), Vincenzo Cavallo and Anthony Cavallo (each a...Split-Off Agreement • January 4th, 2005 • Mac Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2006 • InfoSearch Media, Inc. • Services-business services, nec
WHEREAS, InfoSearch Media, Inc., a Delaware corporation, with its principal place of business located at 4086 Del Rey Avenue, Marina Del Rey, California 90292, its affiliates, subsidiaries, successors and assigns (the “Company”), and George Lichter, an individual residing at 130 South William Drive, Beverly Hills, California 90211 (the “Executive”) are parties to an Employment Agreement dated January 4, 2006 and effective as of August 23, 2005 (the “Agreement”), which is incorporated herein by reference, and a copy of which is attached hereto as Exhibit A.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2006 • InfoSearch Media, Inc. • Services-business services, nec
WHEREAS, InfoSearch Media, Inc., a Delaware corporation, with its principal place of business located at 4086 Del Rey Avenue, Marina Del Rey, California 90292 its affiliates, subsidiaries, successors and assigns (the “Company”), and Steve Lazuka, an individual residing at 9319 Hermitage Road, Chardon, Ohio 44024 (the “Executive”) are parties to an Employment Agreement (the “Agreement”) dated December 29, 2004 and effective as of December 31, 2004 which is incorporated herein by reference, and an Amendment to Employment Agreement, which is also incorporated herein by reference and which modifies the Agreement (the “Amendment”), pursuant to which the Executive was employed by the Company to hold the position of Chief Strategic Officer and Director;
ContractWarrant Agreement • October 6th, 2006 • InfoSearch Media, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE UNITS OF MEMBERSHIP INTEREST ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED UNLESS REGISTERED UNDER SAID ACT AND STATE SECURITIES LAWS, PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR ON THE OPINION OF THE REGISTERED HOLDER’S COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CONSULTING AGREEMENTConsulting Agreement • June 13th, 2007 • InfoSearch Media, Inc. • Services-business services, nec • California
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2007 • InfoSearch Media, Inc. • Services-business services, nec
WHEREAS, InfoSearch Media, Inc., a Delaware corporation, with its principal place of business located at 4086 Del Rey Avenue, Marina Del Rey, California 90292, its affiliates, subsidiaries, successors and assigns (the “Company”), and George Lichter, an individual residing at 130 South William Drive, Beverly Hills, California 90211 (the “Executive”), are parties to an Employment Agreement dated January 4, 2006 and effective as of August 23, 2005, as amended by the Amendment to Employment Agreement, effective as of July 1, 2006 (as amended, the “Agreement”), which is incorporated herein by reference, and a copy of which is attached hereto as Exhibit A.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 6th, 2006 • InfoSearch Media, Inc. • Services-business services, nec • Delaware
This Asset Purchase Agreement (this "Agreement") is made as of the 2nd day of October, 2006, by and between Answerbag, Inc., a California corporation ("Seller"), InfoSearch Media, Inc., a Delaware corporation and the sole shareholder of Seller ("Parent"), Demand Answers, Inc., a Delaware corporation ("Buyer"), and Demand Media, Inc., a Delaware corporation and the sole stockholder of Buyer ("DMI").
SEVERANCE & RELEASE AGREEMENTSeverance Agreement • June 13th, 2007 • InfoSearch Media, Inc. • Services-business services, nec • California
This Severance Agreement and Release (“Agreement”) is made by and between InfoSearch Media, Inc. (the “Company”), and Frank Knuettel II (“Employee”).
Stock Option AgreementStock Option Agreement • May 21st, 2007 • InfoSearch Media, Inc. • Services-business services, nec • Delaware
INCENTIVE STOCK OPTION AGREEMENT Incentive Stock Option AgreementIncentive Stock Option Agreement • August 21st, 2007 • InfoSearch Media, Inc. • Services-business services, nec • Delaware
The grant of this option is made pursuant to the MAC Worldwide, Inc. (predecessor to the Company) 2004 Stock Option Plan (the “Plan”). This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. The terms of the Plan are incorporated into this letter and in the case of any conflict between the Plan and this letter, the terms of the Plan shall control. Unless otherwise noted, capitalized terms shall have the meaning assigned to them in the Plan.
