REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2006 • Interactive Television Networks • Television broadcasting stations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 20, 2006, among Interactive Television Networks, Inc., a Nevada corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of October 20, 2005, by and among INTERACTIVE TELEVISION NETWORKS, INC., a corporation organized under the laws of the State of [Nevada] (the "Company"), on the...Securities Purchase Agreement • October 27th, 2005 • Interactive Television Networks • Television broadcasting stations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN...Warrant Agreement • October 27th, 2005 • Interactive Television Networks • Television broadcasting stations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2006 among Interactive Television Networks, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE JUNE ___, 2008Convertible Security Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
THIS VARIABLE RATE SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Variable Rate Secured Convertible Debentures of Interactive Television Networks, Inc., a Nevada corporation, having its principal place of business at 2010 Main Street, Suite 500, Irvine, CA 92614 (the “Company”), designated as its Variable Rate Secured Convertible Debenture, due June ___, 2008 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered effective as of June 3, 2005 ("Effective Date"), between Radium Ventures, Inc, a Nevada corporation, (the "Company"), and Murray...Executive Employment Agreement • August 26th, 2005 • Radium Ventures Inc • Television broadcasting stations • California
SECURITY AGREEMENTSecurity Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
SECURITY AGREEMENT, dated as of June 19, 2006 (this “Agreement”), among Interactive Television Networks, Inc., a Nevada corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s Variable Rate Secured Convertible Debentures due June ____, 2008 in the original aggregate principal amount of up to $3,000,000 (the “Debentures”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
EXHIBIT C to Securities Purchase AgreementRegistration Rights Agreement • October 27th, 2005 • Interactive Television Networks • Television broadcasting stations • New York
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
SUBSIDIARY GUARANTEE, dated as of June 19, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Interactive Television Networks, Inc., a Nevada corporation (the “Company”) and the Purchasers.
WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • December 27th, 2005 • Interactive Television Networks • Television broadcasting stations • California
THIS WARRANT CERTIFIES THAT for value received, _____, or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Interactive Television Networks, Inc., Nevada corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Subscription Agreement dated as of December 21 2005, by and between the Company and Holder (the “Subscription Agreement”). The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • April 25th, 2006 • Interactive Television Networks • Television broadcasting stations • New York
THIS WARRANT CERTIFIES THAT for value received, Pentagon Bernini Fund, Ltd. or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Interactive Television Networks, Inc. (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the warrant price and the number of shares purchasable upon exercise of this Warrant referenced above being subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain 16% Secured Convertible Debenture dated as of April 18, 2006 (the “16% Debenture”), by and between the Company and Holder. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.
SERIES A COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of INTERACTIVE TELEVISION NETWORKS, INC.Security Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Television Networks, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT A to Securities Purchase AgreementSecurities Purchase Agreement • October 27th, 2005 • Interactive Television Networks • Television broadcasting stations • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Security Agreement • June 20th, 2006 • Interactive Television Networks • Television broadcasting stations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of the initial filing of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of (i) the nine month anniversary of the Effective Date or (ii) the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Television Networks, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”) and a new Series A Warrant to purchase up to a number of shares of Common Stock equal to 100% of the Warrant Shares issuable hereunder. The purchase price of one share of Common Stock under this Warran
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 3rd, 2006 • Interactive Television Networks • Television broadcasting stations • Nevada
This Indemnification Agreement (“Agreement”) is made as of this __ day of ____________, 200__, by and between Interactive Television Networks, Inc., a Nevada corporation (the “Company”), and _______________________ (“Indemnitee”), with reference to the following facts:
Interactive Television Networks, Inc. Shares of Common Stock (Amendment to Certificate of Designation) SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2006 • Interactive Television Networks • Television broadcasting stations • California
Interactive Television Networks, Inc., a Nevada corporation (the "Company"), hereby confirms its agreement with Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III"), and Monarch Pointe Fund, Ltd. ("Monarch") as set forth below. Each of MMF, MMF III and Monarch are sometimes referred to herein as a "Purchaser" and together as the "Purchasers". The Purchasers currently are the record and beneficial owners of an aggregate of 3,333,333 shares of the Company’s Series A Convertible Preferred Stock (the "Series A Stock"), which shares represent all of the currently issued and outstanding shares of the Series A Stock.
INTERACTIVE TELEVISION NETWORKS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 3rd, 2006 • Interactive Television Networks • Television broadcasting stations
THIS INCENTIVE STOCK OPTION AGREEMENT ("Agreement"), is made as of the ______ day of _______, 200_ by and between Interactive Television Networks, Inc., a Nevada corporation (the "Company"), and ___________ ("Optionee").
INTERACTIVE TELEVISION NETWORKS, INC. 16% SECURED CONVERTIBLE DEBENTURE DUE April 17, 2009Debenture Agreement • April 25th, 2006 • Interactive Television Networks • Television broadcasting stations
THIS DEBENTURE is issued by INTERACTIVE TELEVISION NETWORKS, INC., a Nevada Corporation (the "Company"). This Debenture is designated as the Company's 16% Secured Convertible Debenture, due on the date set forth above, in the aggregate principal amount of One Million Dollars ($1,000,000.00) (the "Debenture").
SUBSCRIPTION AGREEMENTSubscription Agreement • July 19th, 2002 • Radium Ventures Inc
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of RADIUM VENTURES INC. (the "Company") at a price of $0.10 per Share (the "Subscription Price")
SECURITY AGREEMENT 1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned INTERACTIVE TELEVISION NETWORKS, INC., a Nevada corporation ("Debtor"), hereby grants and transfers to PENTAGON BERNINI FUND, LTD., an international business...Security Agreement • October 27th, 2005 • Interactive Television Networks • Television broadcasting stations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2006 • Interactive Television Networks • Television broadcasting stations • California
AGREEMENT dated as of December 14, 2006, among Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III"), Monarch Pointe Fund, Ltd. ("Monarch") (collectively, the "Funds") (the Funds and any other holder being referred to as a "Holder" and collectively as the "Holders"), and Interactive Television Networks, Inc., a Nevada corporation (the "Company").
CONSULTING AGREEMENTConsulting Agreement • April 21st, 2006 • Interactive Television Networks • Television broadcasting stations • California
This Consulting Agreement (the "Consulting Agreement") is made as of April 19, 2006 (the Effective Date), by and between M&A Business Consulting, Inc., (“M&A”), Michael Martinez (hereafter, Mr. Martinez and M&A are collectively referred to as Consultant) and Interactive Television Networks, Inc., a Nevada corporation (the "Company").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2005 • Interactive Television Networks • Television broadcasting stations • California
AGREEMENT dated as of December 21, 2005, among Mercator Momentum Fund, L.P. ("MMF"), Mercator Momentum Fund III, L.P. ("MMF III"), Monarch Pointe Fund, Ltd. ("Monarch") (collectively, the "Funds"), M.A.G. Capital, LLC ("MAG") (the Funds and any other holder being referred to as a "Holder" and collectively as the "Holders"), and Interactive Television Networks, Inc., a Nevada corporation (the "Company").
AGREEMENT AND PLAN OF REORGANIZATION AMONG RADIUM VENTURES INC., RADIUM VENTURES ACQUISITION, INC. AND INTERACTIVE TELEVISION NETWORKS, INC.Agreement and Plan of Reorganization • June 2nd, 2005 • Radium Ventures Inc • Services-business services, nec • Nevada
This Agreement and Plan of Reorganization (hereinafter the “Agreement”) is entered into effective as of this 27th day of May, 2005, by and among Radium Ventures Inc., a Nevada corporation (hereinafter “Radium”); Radium Ventures Acquisition, Inc., a newly-formed Nevada corporation (hereinafter “Radium Sub”); Shane Whittle and James Scott-Moncrieff, the principal stockholders and founders of Radium (individually and collectively, the “Founders”); and Interactive Television Networks, Inc., a Nevada corporation formerly knows as XTV, Inc. (hereinafter “ITV”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2006 • Interactive Television Networks • Television broadcasting stations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered effective as of January 1, 2006 (“Effective Date”), between Interactive Television Networks, Inc., a Nevada corporation, (the “Company”), whose principal place of business is 28202 Cabot Rd, Ste 300, Laguna Niguel, CA 92677 and Joseph Scotti, an individual (the “Executive”), whose address is 3 Consul Road, Livingston, NJ 07039.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 19th, 2002 • Radium Ventures Inc
Einscribe Group Inc., a company incorporated under the laws of Delaware having a place of business at 104 - 6th Street, Lynden, Washington, USA 98264;
