EXHIBIT 10.22 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 22, 2005, among iMedia International, Inc., a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments
Exhibit 10.18 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 23, 2005, among iMedia International, Inc., a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments
ARTICLE I DEFINITIONSSecurities Purchase Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments • New York
EXHIBIT 10.16 TERM LOAN AGREEMENT Dated as of April 22, 2004 This TERM LOAN AGREEMENT (this "Agreement") is entered into between IMEDIA INTERNATIONAL, INC., a corporation organized under the laws of the State of Delaware (the "Borrower"), and...Term Loan Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments • Illinois
WARRANTWarrant Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments • Delaware
Exhibit 10.5 STOCK PURCHASE AGREEMENT Between iMedia International, Inc. and LANGLEY PARK INVESTMENTS PLC ------------------------------- July 14, 2004 -------------------------------- TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS...Stock Purchase Agreement • August 23rd, 2004 • Imedia International Inc • Non-operating establishments • New York
SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of the date on the signature page hereof between the person and/or entity whose name appears on the signature page hereof (the "Purchaser"), and iMedia...Subscription Agreement • August 23rd, 2004 • Imedia International Inc • Non-operating establishments • California
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of August 22, 2005, by and among iMedia International, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages...Securities Purchase Agreement • November 18th, 2005 • Imedia International Inc • Non-operating establishments • New York
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement is entered into on the date written below, at Santa Monica, California, between Hollywood Previews, Inc. (the "Company") and, David MacEachern ("Employee"). For good and valid consideration,...Employment Agreement • March 23rd, 2004 • Imedia International Inc • Non-operating establishments
This Employment Agreement is entered into on the date written below, at Santa Monica, California, between Hollywood Previews, Inc. (the "Company") and, David MacEachern ("Employee"). For good and valid consideration, the Company employs the Employee on the following terms and conditions:
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 22, 2005, among iMedia International, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • November 18th, 2005 • Imedia International Inc • Non-operating establishments
RECITALS:Merger Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments • California
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...Securities Agreement • November 18th, 2005 • Imedia International Inc • Non-operating establishments
Exhibit 10.7 Consulting and Independent Contractor Agreement This Consulting Agreement is entered into on the date written below, at Santa Monica, California, between Hollywood Previews, Inc. (the "Company") and Media Solutions Network, LLC,...Consulting Agreement • March 23rd, 2004 • Imedia International Inc • Non-operating establishments
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August [-], 2005, among iMedia International, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • August 23rd, 2005 • Imedia International Inc • Non-operating establishments
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of May 23, 2005, by and among iMedia International, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages...Securities Purchase Agreement • May 24th, 2005 • Imedia International Inc • Non-operating establishments • New York
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 1, 2004, is made by and among iMedia International, Inc., a corporation organized under the laws of Delaware (the "Company"), and each of the...Securities Purchase Agreement • November 19th, 2004 • Imedia International Inc • Non-operating establishments • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 2011 • Imedia International Inc • Non-operating establishments • California
This Asset Purchase Agreement (the “Agreement”) is made as of March 31, 2011 (the “Effective Date”), by and between, on the one hand, iMedia (assignment for the benefit of creditors), LLC, a California limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of iMedia International, Inc. (“iMedia International ABC”), iMedia US (assignment of the benefit of creditors), LLC, a California limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of iMedia U.S., LLC (“iMedia US ABC”), and Hollywood Previews (assignment of the benefit of creditors), LLC, a California limited liability company, in its sole and limited capacity as Assignee for the Benefit of Creditors of Hollywood Previews, Inc. (“Hollywood Previews ABC”), with their principal offices located at 1100 La Avenida Street, Building A, Mountain View, California 94043, United States, and, on the other hand, Eagle Content Holdings, LLC, a Californ
Exhibit 10.10 Assignment and Alteration of License Agreement for Use of Intellectual Properties The following constitutes an agreement between the Parties, iPublishing, Inc., a California Corporation, with offices located in Santa Monica, California...Assignment and Alteration of License Agreement • March 23rd, 2004 • Imedia International Inc • Non-operating establishments
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...Securities Agreement • May 24th, 2005 • Imedia International Inc • Non-operating establishments
Loan Amount: $150,000Loan Terms Agreement • May 20th, 2010 • Imedia International Inc • Non-operating establishments
Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less. An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the first extension. (Extension Date: 4/15/10) An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the second extension. (Extension Date: 5/20/10)
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of August [-], 2005, by and among iMedia International, Inc., a Delaware corporation (the "Company"), and the purchasers identified on the signature pages...Securities Purchase Agreement • August 23rd, 2005 • Imedia International Inc • Non-operating establishments • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2008 • Imedia International Inc • Non-operating establishments • California
This Securities Purchase Agreement (this “Agreement”), dated as of May 14, 2008, is entered into by and between iMedia International, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
Loan Amount: $150,000Loan Terms Agreement • April 15th, 2010 • Imedia International Inc • Non-operating establishments
Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less. An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of this extension. (Extension Date: 4/15/10)
Exhibit 2.1 Agreement and Plan of Merger EXECUTION COPY AGREEMENT AND PLAN OF MERGER, dated as of August 15, 2003 (the "Agreement"), among Irvine Pacific Corporation, a Colorado corporation, ("IPC"), IPC MERGER SUB, INC., a California corporation and...Merger Agreement • September 15th, 2003 • Irvine Pacific Corp • Non-operating establishments • California
Exhibit 10.4 TERM LOAN AGREEMENT Dated as of April 22, 2004 This TERM LOAN AGREEMENT (this "Agreement") is entered into between IMEDIA INTERNATIONAL, INC., a corporation organized under the laws of the State of Delaware (the "Borrower"), and AUGUSTINE...Term Loan Agreement • August 23rd, 2004 • Imedia International Inc • Non-operating establishments • Illinois
Exhibit 10.9 License Agreement for Use of Intellectual Properties The following constitutes the Agreement between the Parties, iPublishing, Inc., a California Corporation, with offices located in Santa Monica, California ("iPub"), and Hollywood...License Agreement • March 23rd, 2004 • Imedia International Inc • Non-operating establishments • California
The following constitutes the Agreement between the Parties, iPublishing, Inc., a California Corporation, with offices located in Santa Monica, California ("iPub"), and Hollywood Previews, Inc., a California Corporation, with offices located in Santa Monica, California (HPI), for the purpose of establishing a License and Use Agreement for specific intellectual properties acquired, developed or controlled by iPub.
COMMON STOCK PURCHASE WARRANT To purchase up to 400,000 shares of common stock of iMEDIA INTERNATIONAL, INC. Dated: May14, 2008Common Stock Purchase Warrant • November 20th, 2008 • Imedia International Inc • Non-operating establishments
This common stock purchase warrant (the “Warrant”) certifies that, for value received, Sawtooth Properties, LLLP. (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 given above (the “Initial Exercise Date”) and by the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from iMedia International, Inc., a Delaware corporation (the “Company”), up to 400,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), as calculated based the total investment amount per the related Securities Purchase Agreement of the same date. The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2008 • Imedia International Inc • Non-operating establishments • California
This Securities Purchase Agreement (this “Agreement”), dated as of November 13, 2008, is entered into by and between iMedia International, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 27th, 2006 • Imedia International Inc • Non-operating establishments • California
This AGREEMENT (the “ Agreement ”), dated as of October 3, 2006, by and between iMedia International, Inc., a California limited liability company with principal executive offices at 1721 21st Street, Santa Monica, CA (the “ Company ”), and Henry D. Williamson, residing in Los Angeles County, California (the “Executive”).
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...Securities Agreement • August 23rd, 2005 • Imedia International Inc • Non-operating establishments
Loan Terms AgreementLoan Terms Agreement • February 3rd, 2010 • Imedia International Inc • Non-operating establishments
This loan is guaranteed paid in full within 60 days of the date of funding, using collateral of common stock and or assets of the company, and a total debt service payment not to exceed $200,000 in cash value. In addition lender earns warrants to purchase common stock in iMedia International at the agreed conversion price.
Loan Terms Agreement (Amendment 4)Loan Terms Agreement • June 4th, 2010 • Imedia International Inc • Non-operating establishments
Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less. An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the first extension. (Extension Date: 4/15/10) An additional 100,000 warrants at a conversion price set at the trading price as of the end of the day of execution of the second extension. (Extension Date: 5/20/10)
Letter of Intent To: CH Trust Attn: Christine Hughes Re: iMedia International Loan Agreement and Warrants offering.Letter of Intent • February 3rd, 2010 • Imedia International Inc • Non-operating establishments
Please be advised that CH Trust has agreed to provide $2,500,000 dollars US total funding (the “Investment”) to iMedia International Inc.; on or before March 12, 2010, in the form of a debt instrument for operating capital and production of the television show and related interactive media platform entitled, “Hollywood Previews”. Related agreements and value propositions have been outlined in exhibits delivered as part of a due diligence package. In addition, a promissory note has been submitted to detail the loan agreement, warrants offering and repayment schedule.
BACKGROUNDRegistration Rights Agreement • April 19th, 2006 • Imedia International Inc • Non-operating establishments • New York
Loan Terms Agreement (Amended)Loan Terms Agreement • April 8th, 2010 • Imedia International Inc • Non-operating establishments
Agreed Interest Payment: $50,000 & 100,000 warrants to purchase iMedia common stock at a conversion price set at trading price at the end of day of funding or 50 cents whichever is less.
