DigitalPost Interactive, Inc. Sample Contracts

ARTICLE I MERGER ------
Merger Agreement • February 1st, 2007 • DigitalPost Interactive, Inc. • Services-social services • California
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EMPLOYMENT AGREEMENT
Employment Agreement • September 8th, 2010 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • California

This EMPLOYMENT AGREEMENT (the "Agreement") dated August 31, 2010 (the "Date of this Agreement"), is made by and between DigitalPost Interactive, Inc., a Nevada corporation (the "Employer" or “Company”), and Brian W. Goss (the "Executive").

AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 19th, 2007 • Homassist Corp • Services-social services • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 16, 2007, by and among HOMASSIST CORPORATION, a Nevada corporation (the “Parent”), TFP SUB, INC., a California corporation (the “Merger Sub”), THE FAMILY POST, INC., a California corporation (the “Company”), and the shareholders of the Company (each, a “Shareholder” and collectively, the “Shareholders) who are signatories to a certain shareholder consent dated January 3, 2007 authorizing this transaction (“Shareholder Consent” attached hereto as Exhibit A). Capitalized terms used in this Agreement without definition shall have the meanings set forth or referenced in Article VIII.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 16th, 2011 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • Delaware

This Asset Purchase Agreement (“Agreement”) is dated as of February 11, 2011 by and among Local.com Corporation, a Delaware corporation with a principal address of 7555 Irvine Center Drive, Irvine, CA 92618 (“Buyer”); Rovion, Inc., a Delaware corporation with a principal address of 76 Summer Street, 5th Floor, Boston, MA 02110 (“Subsidiary”); and DigitalPost Interactive, Inc., a Nevada corporation with a principal address of 4040 Barranca Parkway, Suite 220, Irvine, CA 92618 (“DGLP” and together with Subsidiary, “Seller”).

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Note and Warrant Purchase Agreement • October 9th, 2007 • DigitalPost Interactive, Inc. • Services-social services • Nevada

This Convertible Note and Warrant Purchase Agreement ("Agreement") is made and entered into as of October __, 2007 (“Effective Date”) by and between DigitalPost Interactive, Inc., a Nevada corporation ("Company"), and [Name] ("Purchaser").

SUBSCRIPTION AGREEMENT [Under Regulation D of the Securities Act of 1933] DIGITALPOST INTERACTIVE, INC.
Subscription Agreement • March 31st, 2008 • DigitalPost Interactive, Inc. • Services-social services • Nevada

DIGITALPOST INTERACTIVE, INC., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:

DIGITALPOST INTERACTIVE, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 7th, 2008 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • New York

This Securities Purchase Agreement (this “Agreement”) is made as of September __, 2008 by and between (i) DigitalPost Interactive, Inc., a Nevada corporation (the “Company”), and (ii) Agile Opportunity Fund, LLC, a Delaware limited liability company (“Agile” or the “Investor”).

SUBSCRIPTION AGREEMENT [Under Regulation D of the Securities Act of 1933] DIGITALPOST INTERACTIVE, INC.
Subscription Agreement • October 7th, 2008 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • Nevada

DIGITALPOST INTERACTIVE, INC., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:

EXTENSION AND MODIFICATION AGREEMENT
Extension and Modification Agreement • November 3rd, 2009 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • New York

This Extension and Modification Agreement (this “Agreement”) is entered into as of October __, 2009 by and between (i) DigitalPost Interactive, Inc., a Nevada corporation (the “Company”), and (ii) Agile Opportunity Fund, LLC, a Delaware limited liability company (“Agile” or the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 4th, 2010 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • California

THIS LOAN AND SECURITY AGREEMENT (the "Agreement"), dated as of July 15, 2010 is entered into by and between Rovion, Inc., a Delaware corporation (the "Borrower") and DigitalPost Interactive, Inc., a Nevada corporation (the "Lender").

STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • July 22nd, 2005 • Homassist Corp • Services-social services
FORM OF EXTENSION AGREEMENT
Extension Agreement • November 16th, 2009 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation

This Interest Amendment Agreement (“Amendment”), made this 9th day of November 2009, by Digital Post Interactive, Inc., a Nevada corporation (“Company”) and the investors and security holders of the Company listed on Appendix A (“Prior Investors”).

EXTENSION AND MODIFICATION AGREEMENT NO. 2
Extension and Modification Agreement • August 4th, 2010 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • New York

This Extension and Modification Agreement No. 2 (this “Agreement”) is entered into as of July 29, 2010 by and between (i) DigitalPost Interactive, Inc., a Nevada corporation (the “Company”), and (ii) Agile Opportunity Fund, LLC, a Delaware limited liability company (“Agile” or the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

DigitalPost Interactive, Inc – Online Solutions, LLC Business Relationship Agreement
Business Relationship Agreement • June 3rd, 2008 • DigitalPost Interactive, Inc. • Services-social services • Utah

This Business Relationship Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by and between Online Solutions, LLC (“OS”) with its principal place of business at 9343 South 670 West, Sandy UT 84070 and DigitalPost Interactive, Inc. (“DPI”), a Nevada corporation with its principal place of business at 3240 El Camino Real, Irvine, CA 92602. The parties to this Agreement are sometimes collectively referred to hereinafter as the “Parties” or individually as a “Party”.

MARKETING AGREEMENT BETWEEN DigitalPost Interactive And Pictage, Inc.
Marketing Agreement • November 28th, 2007 • DigitalPost Interactive, Inc. • Services-social services

This agreement is between Pictage and DigitalPost Interactive (DPI) relating to the Pictage Member Discounts Program, on this date November 27, 2007.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • August 4th, 2010 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • Delaware

This Agreement and Plan of Merger (the "Merger Agreement") is entered into as of August 3, 2010, by and among DigitalPost Interactive, Inc., a Nevada corporation ("DGLP"), Rovion Acquisition, Inc., a Delaware corporation (“Acquisition Sub”) and Rovion, Inc., a Delaware corporation, and its subsidiaries (collectively "Rovion").

INVESTOR RELATIONS AMENDMENT AGREEMENT
Investor Relations Amendment Agreement • March 31st, 2008 • DigitalPost Interactive, Inc. • Services-social services • Nevada

This Amendment Agreement, dated as of February 12, 2008 (“Effective Date”), by and between DigitalPost Interactive Inc., a Nevada corporation (the “Company”) and Crown Financial Investment Group, LTD. (“Crown”) (collectively referred to as the “Parties”).

Upromise, Inc. Newton, Massachusetts 02459 Telephone: 617-454-6400; Facsimile: 617-454-6360
Affiliate Marketing Program Agreement • November 9th, 2007 • DigitalPost Interactive, Inc. • Services-social services

This letter agreement sets forth the terms and conditions pursuant to which Upromise, Inc. (“Upromise”) will participate in the Family Post affiliate marketing program (the “Program”) of DigitalPost Interactive, Inc. (the “Company”), which is offered through Performics Inc. (“Performics”) pursuant to the Performics Marketing Services Agreement (or successor agreement) between Company and Performics (the “Marketing Services Agreement”).

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DigitalPost Interactive, Inc. – Lucidiom, Inc. Partner Agreement
Partner Agreement • September 29th, 2009 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • California

This Partner Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by Lucidiom (“Partner”) with its principal place of business at

FORM OF SUBSCRIPTION AGREEMENT (The following Subscription Agreement is a replica of the Subscription Agreement attached as Exhibit D and is provided for the Investor’s recordkeeping purposes. Investors desiring to purchase Units should complete and...
Subscription Agreement • May 7th, 2010 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • California

Please read all instructions and the terms and conditions of this agreement carefully before filling out this application. If you need assistance, please contact Robert Hackel at R.F. Lafferty & Co., Inc. at (212) 293-9090.

ASP LICENSE AND SERVICES AGREEMENT (DLR Agreement No. 08098M)
Software License and Hosting Services Agreement • March 27th, 2008 • DigitalPost Interactive, Inc. • Services-social services • California

This Software License and Hosting Services Agreement ("Agreement") is made and entered into as of February 25, 2008, by and between DISNEYLAND RESORT, A DIVISION OF WALT DISNEY WORLD CO. ("DLR"), located at 1313 S. Harbor Boulevard, Anaheim, California 92803, and DIGITALPOST INTERACTIVE, INC. (“DPI”), located at 3240 El Camino Real, Irvine, CA 92602.

INVESTOR RELATIONS AGREEMENT
Investor Relations Agreement • March 31st, 2008 • DigitalPost Interactive, Inc. • Services-social services • California

This Agreement, dated as of November 13, 2007 (“Effective Date”), by and between DigitalPost Interactive Inc., a Nevada corporation (the “Company”) and Crown Financial Investment Group, LTD. (“Crown”) (collectively referred to as the “Parties”).

DIGITALPOST INTERACTIVE – LOCAL.COM GOVERNING CONTRACT AGREEMENT
Governing Contract Agreement • May 7th, 2009 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • California

This Governing Contract Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by and between Local.com Corporation. (“Partner”), a Delaware corporation with its principal place of business at One Technology Drive, Building G, Irvine, CA 92618, and DigitalPost Interactive (“DPI”), a Nevada corporation with its principal place of business at 3240 El Camino Real, Ste. 230, Irvine, CA 92602. The parties to this Agreement may be collectively referred to hereinafter as the “Parties” or individually as a “Party”.

DigitalPost Interactive – BabyNames.com Cooperative Marketing Agreement
Cooperative Marketing Agreement • April 17th, 2008 • DigitalPost Interactive, Inc. • Services-social services • California

This Cooperative Marketing Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by BabyNames.com, LLC (“Partner”) with its principal place of business at 2355 Westwood Blvd, #133, Los Angeles, CA and DigitalPost Interactive (“DPI”), a Nevada corporation with its principal place of business at 3240 El Camino Real, Irvine, CA 92602. The parties to this Agreement may be collectively referred to hereinafter as the “Parties” or individually as a “Party”.

DIGITAL POST INTERACTIVE – CFI SALES AND MARKETING, LLC AGREEMENT
Sales Contracts • April 1st, 2008 • DigitalPost Interactive, Inc. • Services-social services • Florida

This Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by CFI Sales and Marketing, LLC (“CFI”) with its principal place of business at 5601 Windhover Drive, Orlando, FL 32819 and DigitalPost Interactive, Inc. (“DPI”), a Nevada corporation with its principal place of business at 3240 El Camino Real, Suite #230, Irvine, CA 92602. The parties to this Agreement may be collectively referred to hereinafter as the “Parties” or individually as a “Party”.

DigitalPost Interactive, Inc. – The Picture People, Inc. Agreement
Business Agreement • October 22nd, 2009 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • California

This Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by The Picture People, Inc. (“Client”) a California corporation with its principal place of business at 1800 10th Street, Suite 300, Plano, TX 75074 and DigitalPost Interactive (“DPI”), a Nevada corporation with its principal place of business at 4040 Barranca Parkway, Ste 220, Irvine, CA 92604. The parties to this Agreement may be collectively referred to hereinafter as the “Parties” or individually as a “Party”.

DIGITALPOST INTERACTIVE – TRAVEL TO GO PARTNER AGREEMENT
Partner Agreement • September 15th, 2008 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • Nevada

This Partner Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by JD&T Enterprises, Inc. dba Travel To Go (“Partner”) with its principal place of business at 7964-B Arjons Dr, San Diego, CA 92126 and DigitalPost Interactive, Inc. (“DPI”), a Nevada corporation with its principal place of business at 3240 El Camino Real, Irvine, CA 92602. The parties to this Agreement may be collectively referred to hereinafter as the “Parties” or individually as a “Party”.

DigitalPost Interactive, Inc. Original Issue Discount Promissory Notes and Common Stock SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 31st, 2010 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • California
DIGITAL POST INTERACTIVE – BowTie, Inc. PARTNER AGREEMENT
Partner Agreement • November 1st, 2007 • DigitalPost Interactive, Inc. • Services-social services • California

This Partner Agreement (“Agreement”) effective as of the date of the later signature below, (“Effective Date”) is by BowTie, Inc. (“Partner”) with its principal place of business at 3 Burroughs, Irvine, CA 92618 and DigitalPost Interactive (“DPI”), a Nevada corporation with its principal place of business at 3240 El Camino Real, Suite 230, Irvine, CA 92602. The parties to this Agreement may be collectively referred to hereinafter as the “Parties” or individually as a “Party”.

INVESTOR RELATIONS SECOND AMENDMENT AGREEMENT
Investor Relations Agreement • August 14th, 2008 • DigitalPost Interactive, Inc. • Services-computer processing & data preparation • Nevada

This Second Amendment Agreement, dated as of May 19, 2008 (“Effective Date”), by and between DigitalPost Interactive Inc., a Nevada corporation (the “Company”) and Crown Financial Investment Group, LTD. (“Crown”) (collectively referred to as the “Parties”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 15th, 2008 • DigitalPost Interactive, Inc. • Services-social services • California

This SECURITIES PURCHASE AGREEMENT ("Agreement") is made and entered into as of May __ 2008 (“Effective Date”) by and between DIGITALPOST INTERACTIVE, INC., a Nevada corporation ("Company") and the purchasers whose names and addresses are set forth on the signature pages hereto ("Purchasers").

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