Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.4 SOFTWAVE MEDIA EXCHANGE, INC. REGISTRATION RIGHTS AGREEMENT July 26, 2006 TABLE OF CONTENTSRegistration Rights Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
RECITALSContribution Agreement • August 10th, 2006 • Swmx, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.13 ADVISORY AGREEMENTAdvisory Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This will confirm the engagement of Vista Development, LLC ("VISTA"), by Soft Wave Media, Inc. (the "COMPANY"), on the terms and subject to the conditions of this Agreement, to act as financial advisor to the Company.
EXECUTION COPY LOAN AND SECURITY AGREEMENT NO. V07106 This Loan and Security Agreement (this "Loan Agreement"), made as of March 23, 2007 by and between BlueCrest Capital Finance, L.P. ("Lender"), a Delaware limited partnership with its principal...Loan and Security Agreement • March 27th, 2007 • Swmx, Inc. • Services-business services, nec • Illinois
Lock-Up Agreement ----------------- The undersigned is the beneficial owner of shares of common stock, $0.01 par value per share (the "COMMON STOCK") of SWMX, Inc., a Delaware corporation (the "COMPANY"). Such securities owned by the undersigned are...Lock-Up Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels)
Exhibti 99.1 AMENDMENT NO. 1 TO LOAN DOCUMENTS This AMENDMENT NO. 1 TO LOAN DOCUMENTS (this "Amendment"), dated as of October 3, 2007, is entered into by and among SWMX, Inc., a Delaware corporation, and Softwave Media Exchange, Inc., a Delaware...Loan Agreement • October 11th, 2007 • Swmx, Inc. • Services-business services, nec • New York
RECITALSForbearance Agreement • July 10th, 2007 • Swmx, Inc. • Services-business services, nec • New York
AGREEMENTSecurity Agreement • July 10th, 2007 • Swmx, Inc. • Services-business services, nec • New York
Exhibit 99.2 WARRANT AGREEMENT This WARRANT AGREEMENT (this "Agreement"), dated as of October 3, 2007, is entered into by and between SWMX, Inc., a Delaware corporation (the "Company") and BlueCrest Capital Finance, L.P., a Delaware limited...Warrant Agreement • October 11th, 2007 • Swmx, Inc. • Services-business services, nec • New York
Exhibit 10.14 STOCK REDEMPTION AGREEMENT STOCK REDEMPTION AGREEMENT, made and entered into as of July 26, 2006 (the "Agreement"), by and between the undersigned along with certain individual shareholders (the "Seller"), and SWMX, Inc., a Delaware...Stock Redemption Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
Exhibit 10.12 EMPLOYMENT AGREEMENT Agreement made as of May 1, 2006 by and between SoftWave Media Exchange, Inc., a Delaware corporation (the "Company"), and James Caci (the "Executive"). WHEREAS, the Company desires to employ the Executive, and the...Employment Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.11 EMPLOYMENT AGREEMENT Agreement made this 30th day of January, 2006 by and between Soft Wave Media, Inc., a Delaware corporation (the "Company"), and [Bill] Figenshu (the "Executive"). WHEREAS, the Company desires to employ the Executive,...Employment Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.9 EMPLOYMENT AGREEMENT Agreement made this 19th day of January, 2006 by and between Soft Wave Media, Inc., a Delaware corporation (the "Company"), and Charles Omphalius (the "Executive".) WHEREAS, the Company desires to employ the...Employment Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THE PROPERTY OPTION AGREEMENT CARL VON EINSIEDEL AND RAM EXPLORATION LTD. AND ERC EXPLORATION LTD. JOHNSON MINERAL PROPERTIES PROVINCE OF BRITISH COLUMBIAProperty Option Agreement • December 22nd, 2005 • Edgemont Resources Corp • British Columbia
CARL VON EINSIEDEL, an individual having a residence at 8888 Shook Road, Mission, in the Province of British Columbia.,V2V 7N1, Canada.
Exhibit 10.5 STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of January 19, 2006, is by and among Soft Wave Media, Inc., a Delaware corporation (the "CORPORATION"), each of the holders of the...Stockholder and Registration Rights Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Exhibit 10.16 SETTLEMENT AND SEPARATION AGREEMENT AND GENERAL RELEASES This Settlement and Separation Agreement and General Releases ("Agreement") is made and entered into by and between Charles Omphalius ("Omphalius") and SoftWave Media Exchange,...Settlement Agreement • March 30th, 2007 • Swmx, Inc. • Services-business services, nec • New York
Verbal Agreements of; Edgemont Resources Corp. All amounts are in U.S. dollarsVerbal Agreement • February 9th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels)
