Exhibit 10.14 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 14, 2005 by TRUST LICENSING, INC., a Delaware corporation (the "Company"); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the...Escrow Agreement • August 16th, 2005 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of January 31, 2006, by and among CONNECTED MEDIA TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached...Securities Purchase Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
AMENDED AND RESTATED SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of January 31, 2006, by and between CONNECTED MEDIA TECHNOLOGIES, INC., a Delaware corporation (the...Security Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
Recitals: ---------Termination Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors
Exhibit 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of April 14, 2005, by and between TRUST LICENSING, INC., (the "Company"), and MONTGOMERY EQUITY PARTNERS, LTD. (the "Secured Party")....Security Agreement • August 16th, 2005 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 14, 2005 by and between TRUST LICENSING, INC., a Delaware corporation, with its principal office located at 950 South Pine Island Road, Suite A150-1094,...Registration Rights Agreement • April 18th, 2005 • Trust Licensing, Inc., F/K/a New Mountaintop CORP • Patent owners & lessors • New Jersey
Exhibit 10.15 TRUST LICENSING, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 16th, 2005 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
ESCROW AGREEMENT ---------------- THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of January 31, 2006 by and among CONNECTED MEDIA TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware...Escrow Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
No. MEP- 2 $718,000 CONNECTED MEDIA TECHNOLOGIES, INC. Secured Convertible Debenture Due April 30, 2007 This Secured Convertible Debenture (the "Debenture") is issued by CONNECTED MEDIA TECHNOLOGIES, INC., a Delaware corporation (the "Obligor"), to...Debenture Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors
PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement"), is entered effective as of this 31st day of January, 2006, by and among: Connected Media Technologies, Inc. ("CMT"), a Delaware Corporation ("Seller"); and Rothschild Trust...Purchase and Sale Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • Florida
Exhibit 10.11 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 14thday of April 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and TRUST LICENSING, INC., a corporation...Standby Equity Distribution Agreement • August 16th, 2005 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among CONNECTED MEDIA TECHNOLOGIES, INC. a Delaware CorporationStock Purchase Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • Delaware
EXHIBIT 10.17 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, on August 24, 2004, Trust Licensing, Inc. ("Company") and Michael R. Moore ("Employee"), entered into an Employment Agreement, a copy of which is attached hereto as Exhibit A...Employment Agreement • June 6th, 2005 • Connected Media Technologies, Inc. • Patent owners & lessors
BACKGROUNDEscrow Agreement • April 18th, 2005 • Trust Licensing, Inc., F/K/a New Mountaintop CORP • Patent owners & lessors • New Jersey
RECITALS: ---------Pledge and Escrow Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
Exhibit 10.12 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 14, 2005 by and between TRUST LICENSING, INC., a Delaware corporation, with its principal office located at 950 South Pine Island Road,...Registration Rights Agreement • August 16th, 2005 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
Exhibit 99.3 AMENDMENT TO LOAN EXTENSION AGREEMENT THIS AMENDMENT TO LOAN EXTENSION AGREEMENT ("Amendment") by and between Montgomery Equity Partners, Ltd. ("Montgomery"), YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) ("YA...Loan Extension Agreement • August 22nd, 2007 • Connected Media Technologies, Inc. • Patent owners & lessors
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 31, 2006, by and among CONNECTED MEDIA TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and the undersigned investors listed...Investor Registration Rights Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 15, 2006, by and among NPN Asset Acquisitions, Inc. ("Company"), a corporation organized and existing under the laws of the State of Florida, NBC-NPN Holding, Inc. ("Buyer"), a corporation organized and existing under the laws of the State of Delaware, and also Connected Media Technologies, Inc. ("CMT"), a corporation organized and existing under the laws of the State of Delaware, but solely with respect to the representations and warranties with respect to the Shares (as that term is defined herein).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 27th, 2007 • Connected Media Technologies, Inc. • Patent owners & lessors • New Jersey
THIS LOAN MODIFICATION AGREEMENT (“Modification Agreement”) by and between Montgomery Equity Partners, Ltd. (“Montgomery”) and Connected Media Technologies, Inc. (“CMT”) is entered into and is effective as of the — day of February, 2007.
ASSIGNMENT AGREEMENTAssignment Agreement • October 11th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • Florida
THIS ASSIGNMENT AGREEMENT ("Agreement") is entered into as of the day of October, 2006 by and between NewsProNet Interactive, LLC ("NPN"), a limited liability company organized and existing under the laws of the State of Delaware and NPN Asset Acquisitions, Inc. ("NPNAA"), a corporation organized and existing under the laws of the State of Florida.
TRUST LICENSING, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 18th, 2005 • Trust Licensing, Inc., F/K/a New Mountaintop CORP • Patent owners & lessors • New Jersey
AGREEMENTSecured Convertible Debenture Agreement • August 22nd, 2007 • Connected Media Technologies, Inc. • Patent owners & lessors
Consulting Services AgreementConsulting Services Agreement • August 29th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors
This agreement is made and entered into this 24th day of August, 2006 by and between Avondale Capital Partners, II, Inc., (the “Consultant”), whose principal place of business is 256 South Robertson Blvd., Beverly Hills, CA 90211 and Connected Media Technologies, Inc. (the “Client”), whose principal place of business is 80 Southwest 8th Street, Suite 2230, Miami, Florida 33130.
STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 14th day of April 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and TRUST LICENSING, INC., a corporation organized and...Standby Equity Distribution Agreement • April 18th, 2005 • Trust Licensing, Inc., F/K/a New Mountaintop CORP • Patent owners & lessors • New Jersey
MODIFICATION AND AMENDMENT AGREEMENTModification and Amendment Agreement • July 11th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors
This Modification and Amendment Agreement (the “Agreement”) is made as of this July 10, 2006, by and between CONNECTED MEDIA. ‘TECHNOLOGIES, INC., a Delaware corporation (“CNCM”), NATCOM MARKETING INTERNATIONAL, a Puerto Rico corporation, and the Natcom shareholders (Natcom and its shareholders shall collectively be referred to as “Natcom”).
SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Security Agreement") is dated as of March 9.2005 between TRUST LICENSING, INC., a Florida corporation ("Borrower") and IRREV9CABLE TRUST AGREEMENT NUMBER III ("Lender"). RECITALS A. On or after the date of...Security Agreement • March 14th, 2005 • Trust Licensing, Inc., F/K/a New Mountaintop CORP • Patent owners & lessors • Florida
ASSIGNMENT AGREEMENTAssignment Agreement • October 11th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • New York
THIS ASSIGNMENT AGREEMENT ("Agreement") is entered into as of the 15th day of September, 2006 by and among NBC-NPN Holding, Inc. ("NBC"), a corporation organized and existing under the laws of the State of Delaware, NON Asset Acquisitions, Inc., ("AS"), a corporation organized and existing under the laws of the State of Florida, and NewsProNet Interactive, LLC ("NPN"), a limited liability company organized and existing under the laws of the State of Delaware.
LICENSE AND ROYALTY AGREEMENT This Agreement is entered into effective the 31st day of January, 2006, by and between Rothschild Trust Holdings, LLC, a private limited liability company organized and in good standing pursuant to the laws of the state...License and Royalty Agreement • February 8th, 2006 • Connected Media Technologies, Inc. • Patent owners & lessors • Florida
Consulting Services Agreement ------------------------------------------------- ------------------------------- This agreement is made and entered into as of the 28th day of September 2005, by and between Triple Crown Consulting, Inc., (the...Consulting Services Agreement • October 3rd, 2005 • Connected Media Technologies, Inc. • Patent owners & lessors
IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO.Trust Agreement • March 27th, 2007 • Connected Media Technologies, Inc. • Patent owners & lessors
YOU ARE HEREBY COMMANDED, to serve this summons a copy of the complaint or petition, and request for admission in the above styled cause upon the defendant:
