REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • Intersearch Group Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 26th day of September, 2005 by and among InterSearch Group, Inc., a corporation organized and existing under the laws of the State of Florida (“InterSearch” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement between the Company and Investor dated as of the date of this Agreement (the “Purchase Agreement”).
BANKS.COM, INC. VOID AFTER 5:00 P.M. PST ON December 28, 2016 Warrant to Purchase 2,083,333 Shares of Common Stock Dated December 28, 2011 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKWarrant Agreement • January 4th, 2012 • Banks.com, Inc. • Services-computer programming, data processing, etc. • Florida
THIS CERTIFIES THAT, FOR VALUE RECEIVED, The Daniel Michael O’Donnell and Kimberly Linn O’Donnell AB Living Trust, or its registered assign(s) (the “Holder”), is entitled to purchase from Banks.com, Inc., a Florida corporation (the “Company”), subject to the terms and conditions set forth in this Warrant, up to 2,083,333 fully paid and nonassessable shares of common stock (“Common Stock”), of the Company, at any time commencing on the date hereof (the “Commencement Date”) and expiring at 5:00 p.m. PST, on December 28, 2016 (the “Expiration Date”). The price for each share of Common Stock purchased hereunder (as adjusted as set forth herein, collectively the “Warrant Shares”) is $0.06 per share until expiration of this Warrant (as adjusted as set forth herein, the “Purchase Price”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2010 • Banks.com, Inc. • Services-computer programming, data processing, etc. • Nevada
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date is between SILICON VALLEY BANK, a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX 925-227-1842), on the one hand, and BANKS.COM, INC., a Florida corporation (“Parent”), INTERSEARCH CORPORATE SERVICES, INC., a Nevada corporation (“Intersearch”), and DOTTED VENTURES, INC., a Delaware corporation (“Dotted”, and together with Parent and Intersearch, jointly and severally, collectively and individually, referred to herein as “Borrower”), whose address is 222 Kearny Street, Suite 550, San Francisco, California 94108 (FAX ), on the other hand, and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank. The parties agree as follows:
INTERSEARCH GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 26th, 2006 • Intersearch Group Inc • Services-business services, nec • Florida
InterSearch Group, Inc., a Florida corporation (the “Company”), hereby grants to the individual named below an option (the “Option Agreement”) to purchase certain shares of Stock of the Company pursuant to the InterSearch Group, Inc. 2005 Equity Incentive Plan, in the manner and subject to the provisions of this Option Agreement. Capitalized terms used but not defined herein shall have the meaning given to them in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Intersearch Group Inc • Services-computer programming, data processing, etc.
THIS AGREEMENT is made as of the 27th day of October, 2004 (the “Effective Date”) by and between MBSL GROUP, INC., a Florida corporation (the “Company”), and KIMBERLY O’DONNELL (the “Employee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2008 • Banks.com, Inc. • Services-computer programming, data processing, etc. • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of September, 2006 (“Effective Date”) by and between Robert Fox and Lina Watson, individuals who are British citizens with principal business offices are located at 5 Welbury Avenue, Luton, Bedfordshire, LU3 2DZ England (together, “Seller”), and Internet Revenue Services, Inc., a Nevada corporation whose principal offices are located at 222 Kearny Street, Suite 550, San Francisco, CA 94108 (“Buyer” or “IRS, Inc.”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • August 14th, 2007 • Intersearch Group Inc • Services-computer programming, data processing, etc. • Florida
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”), is entered into as of May 18, 2007, by and between STEVEN ERNST (“Seller”) and INTERSEARCH GROUP, INC., a Florida corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER AMONG REMARK MEDIA, INC., REMARK FLORIDA, INC., AND BANKS.COM, INC. Dated as of February 26, 2012Merger Agreement • February 28th, 2012 • Banks.com, Inc. • Services-computer programming, data processing, etc. • New York
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 26, 2012, is by and among Remark Media, Inc., a Delaware corporation (“Parent”), Remark Florida, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Banks.com, Inc., a Florida corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • Intersearch Group Inc • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2005, by and among InterSearch Group, Inc., a corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
TECHNOLOGY/SOFTWARE DISTRIBUTION AGREEMENTTechnology/Software Distribution Agreement • February 7th, 2006 • Intersearch Group Inc • Services-business services, nec • California
This Technology/Software Distribution Agreement (“Agreement”) is made and entered into effective as of January 9th, 2006 by and between WALNUT VENTURES, INC. (“WALNUT”), with a principal place of business located at 222 Kearny Street, Suite 550 San Francisco, CA. 94108, and DIRECT REVENUE, LLC. (“DIRECT REVENUE”) with a principal place of business located at 107 Grand Street, 3d floor, 10013, New York, NY.
NONCOMPETITION AND NONSOLICITATION AGREEMENTNoncompetition and Nonsolicitation Agreement • December 23rd, 2010 • Banks.com, Inc. • Services-computer programming, data processing, etc. • California
THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this “Noncompetition Agreement”) is being entered into as of December 20, 2010, by and between (the “Seller Member”) and Banks.com, Inc., a Florida corporation (the “Buyer”). Certain other capitalized terms used in this Noncompetition Agreement are defined in Section 21. Capitalized terms used herein and not defined herein shall have the meaning set forth in the Purchase Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Intersearch Group Inc • Services-computer programming, data processing, etc. • California
THIS AGREEMENT is made as of the 22nd day of February, 2007 by and between INTERSEARCH GROUP, INC., a Florida corporation (the “Company”), and GARY W. BOGATAY, JR. (the “Employee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERSEARCH GROUP, INC. (“Buyer”) WALNUT VENTURES ACQUISITION CORPORATION (“Merger Sub”) WALNUT VENTURES, INC. (“Company”) AND THE COMPANY SHAREHOLDERS December 10, 2004Merger Agreement • November 23rd, 2005 • Intersearch Group Inc • Florida
THIS AGREEMENT AND PLAN OF MERGER dated as of as of December 10, 2004, is entered into by and among INTERSEARCH, GROUP INC., a Florida corporation (“Buyer”), WALNUT VENTURES ACQUISITION CORPORATION, a Nevada corporation (“Merger Sub”), WALNUT VENTURES, INC., a Nevada corporation (“Company”), and the shareholders of the Company listed on the signature pages hereto (collectively, the “Company Shareholders”). Buyer, Merger Sub, Company, and the Company Shareholders are referred to individually herein as a “Party” and collectively herein as the “Parties”.
NOVEMBER 21, 2008Waiver of Financial Covenant Defaults • April 1st, 2009 • Banks.com, Inc. • Services-computer programming, data processing, etc.
Reference is made to the Investment Agreement, dated as of July 21, 2006, as amended (the “Investment Agreement”), among Banks.com, Inc. (formerly known as InterSearch Group, Inc. and referred to as the “Company”), CapitalSouth Partners Fund I Limited Partnership (“CapitalSouth I”), CapitalSouth Partners Fund II Limited Partnership (“CapitalSouth II”) and Harbert Mezzanine Partners II SBIC, L.P. (“Harbert” and together with CapitalSouth I and CapitalSouth II, collectively, the “Lenders”). Capitalized terms used herein without definition shall have the meanings given to them in the Investment Agreement.
FIRST AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • April 27th, 2009 • Banks.com, Inc. • Services-computer programming, data processing, etc. • Florida
THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”), effective as of December 31, 2008, is by and among BANKS.COM, INC. (formerly known as “InterSearch Group, Inc.”), a Florida corporation (“Company”), and CAPITAL SOUTH PARTNERS FUND I LIMITED PARTNERSHIP, a North Carolina limited partnership (“CapitalSouth I”), CAPITAL SOUTH PARTNERS FUND II LIMITED PARTNERSHIP, a North Carolina limited partnership (“CapitalSouth II”), and HARBERT MEZZANINE PARTNERS II SBIC, L.P., a Delaware limited partnership (“Harbert” and, together with CapitalSouth I and CapitalSouth II, collectively, the “Investors”), and is consented to by the undersigned guarantors under the Investment Agreement (as defined below).
MEMORANDUM OF AGREEMENTMemorandum of Agreement • November 23rd, 2005 • Intersearch Group Inc • New York
THIS MEMORANDUM OF AGREEMENT (“Agreement”) is made this 10th day of June, 2005 (“Effective Date”) by and between Smash Clicks LLC, with offices located at 275 Madison Avenue, Floor 4, New York, NY 10016 (“Smash”), and lnterSearch Group, Inc., with offices located at 250 Montgomery Street, Suite 1200, San Francisco, CA 94104 (“ISGP”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMSSettlement Agreement • November 15th, 2010 • Banks.com, Inc. • Services-computer programming, data processing, etc. • California
This Confidential Settlement Agreement and Mutual General Release of All Claims (hereinafter “Release”) is made and entered with an effective date of August 24, 2010 by and between BANKS.COM, INC. (“Plaintiff” or “Claimant” or “Banks.com”) on the one hand, and ANDREW KEERY (“Respondent” or “Keery”), DALE GIESSMAN (“Giessman”), and PROSTREAMMEDIA.COM (“ProStreamMedia”) (Giessman and ProStreamMedia are also individually and collectively referred to as, “Defendant(s)”) on the other, in accordance with the terms and conditions set forth below. Banks.com, Keery, Giessman, and ProStreamMedia will sometimes be referred to in their individual capacities as a “Party” or collectively as the “Parties.”
November 24, 2010Assignment Letter • December 13th, 2010 • Banks.com, Inc. • Services-computer programming, data processing, etc.
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERSEARCH GROUP, INC. (“Buyer”) LA JOLLA ACQUISITION CORPORATION (“Merger Sub”) LA JOLLA INTERNET PROPERTIES, INC. (“Company”) AND THE COMPANY SHAREHOLDERS February 9, 2005Merger Agreement • November 23rd, 2005 • Intersearch Group Inc • Florida
THIS AGREEMENT AND PLAN OF MERGER dated as of as of February 9, 2005, is entered into by and among INTERSEARCH, GROUP INC., a Florida corporation (“Buyer”), LA JOLLA ACQUISITION CORPORATION, a Nevada corporation (“Merger Sub”), LA JOLLA INTERNET PROPERTIES, INC., a Nevada corporation (“Company”), and the shareholders of the Company listed on the signature pages hereto (collectively, the “Company Shareholders”). Buyer, Merger Sub, Company, and the Company Shareholders are referred to individually herein as a “Party” and collectively herein as the “Parties”.
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2011 • Banks.com, Inc. • Services-computer programming, data processing, etc. • California
This CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the 24th day of November, 2010, by and among SILICON VALLEY BANK (“Bank”), BANKS.COM, INC., a Florida corporation (“Parent”), INTERSEARCH CORPORATE SERVICES, INC., a Nevada corporation (“Intersearch”), and DOTTED VENTURES, INC., a Delaware corporation (“Dotted”, and together with Parent and Intersearch, jointly and severally, collectively and individually, referred to herein as “Borrower”), whose address is 222 Kearny Street, Suite 550, San Francisco, California 94108.
May 11, 2009Waiver Letter • May 14th, 2009 • Banks.com, Inc. • Services-computer programming, data processing, etc.
GP Strategic Ventures, Inc AMENDED AND RESTATED CONSULTING AGREEMENT October 16, 2005Consulting Agreement • November 23rd, 2005 • Intersearch Group Inc • California
This Amended and Restated Consulting Agreement amends, restates and supersedes the similar letter agreement between Walnut Ventures, Inc., as predecessor to InterSearch Group, Inc. (the ”Company”) and GP Strategic Ventures, Inc. (“GP”).
INVESTMENT AGREEMENT between INTERSEARCH GROUP, INC., as the Company, and CAPITALSOUTH PARTNERS FUND I LIMITED PARTNERSHIP, CAPITALSOUTH PARTNERS FUND II LIMITED PARTNERSHIP, And HARBERT MEZZANINE PARTNERS II SBIC, L.P., as Investors $7,000,000 Senior...Investment Agreement • July 27th, 2006 • Intersearch Group Inc • Services-business services, nec • Florida
THIS INVESTMENT AGREEMENT, dated as of the 21st day of July, 2006, is made between INTERSEARCH GROUP, INC., a Florida corporation (the “Company”), and CAPITAL SOUTH PARTNERS FUND I LIMITED PARTNERSHIP, a North Carolina limited partnership (“CapitalSouth I”), CAPITAL SOUTH PARTNERS FUND II LIMITED PARTNERSHIP, a North Carolina limited partnership (“CapitalSouth II”), and HARBERT MEZZANINE PARTNERS II SBIC, L.P., a Delaware limited partnership (“Harbert” and, together with CapitalSouth I and CapitalSouth II, collectively, the “Investors”).
October 24, 2007 Andrew Keery Danville, CA 94526Separation Agreement • March 31st, 2008 • Banks.com, Inc. • Services-computer programming, data processing, etc. • California
This letter confirms our agreement concerning your resignation from employment with InterSearch Group, Inc. (the “Company”), which was effective September 26, 2007 (the “Separation Date”). This letter confirms the details of your separation and describes the severance benefits that the Company is offering to you.
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 23rd, 2005 • Intersearch Group Inc • North Carolina
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 23rd day of September, 2005 (“Effective Date”) by and between DotCom Corporation, a North Carolina corporation whose principal offices are located at 1135 Kildaire Farm Road, Suite 200, Cary, NC 27511 (“Seller”), and InterSearch Group, Inc., a Florida corporation whose principal offices are located at 250 Montgomery Street, Suite 1200, San Francisco, CA 94104 (“Buyer” or “InterSearch”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2011 • Banks.com, Inc. • Services-computer programming, data processing, etc.
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of March, 2011, by and among Silicon Valley Bank (“Bank”) and Banks.com, Inc., a Florida corporation, Intersearch Corporate Services, Inc., a Nevada corporation, and Dotted Ventures, Inc., a Delaware corporation (“Borrower”) whose address is 222 Kearny Street, San Francisco, California 94108.
GP Strategic Ventures, Inc Tampa, FL 33607 AMENDED AND RESTATED CONSULTING AGREEMENT January 9, 2006Consulting Agreement • January 11th, 2006 • Intersearch Group Inc • Services-business services, nec • Florida
This Amended and Restated Consulting Agreement amends, restates and supersedes the similar letter agreement between Walnut Ventures, Inc., as predecessor to InterSearch Group, Inc. (the ”Company”) and GP Strategic Ventures, Inc. (“GP”).
ASK JEEVES AVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENTAdvertising Services and Search Services Syndication Agreement • January 26th, 2006 • Intersearch Group Inc • Services-business services, nec • California
This ADVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT (the “Agreement”), effective as of May 24, 2004 (the “Effective Date”), is made by and between Ask Jeeves, Inc. (“Ask Jeeves”) and La Jolla Internet Properties, Inc (“Customer”).
INTERSEARCH GROUP, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • January 26th, 2006 • Intersearch Group Inc • Services-business services, nec • Florida
InterSearch Group, Inc., a Florida corporation (the “Company”), hereby grants to the individual named below an option (the “Option Agreement”) to purchase certain shares of Stock of the Company pursuant to the InterSearch Group, Inc. 2005 Equity Incentive Plan, in the manner and subject to the provisions of this Option Agreement. Capitalized terms used but not defined herein shall have the meaning given to them in the Plan.
Joint Filing AgreementJoint Filing Agreement • February 13th, 2007 • Intersearch Group Inc • Services-computer programming, data processing, etc.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
Joint Filing AgreementJoint Filing Agreement • February 8th, 2008 • Banks.com, Inc. • Services-computer programming, data processing, etc.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
EXHIBIT A to CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMS CONFIDENTIAL ESCROW AGREEMENTConfidential Escrow Agreement • November 15th, 2010 • Banks.com, Inc. • Services-computer programming, data processing, etc. • California
This CONFIDENTIAL ESCROW AGREEMENT (the “Agreement”) has an effective date of August 18 2010, and is entered by and among Robert Hoult (“Hoult”), Banks.com, Inc. (“Banks.com”), and Deutsche Bank National Trust Company (“DBNTC” or “Escrow Agent”).
ASK JEEVES AVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENTAdvertising Services and Search Services Syndication Agreement • February 7th, 2006 • Intersearch Group Inc • Services-business services, nec • California
This ADVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT (the “Agreement”), effective as of May 24, 2004 (the “Effective Date”), is made by and between Ask Jeeves, Inc. (“Ask Jeeves”) and La Jolla Internet Properties, Inc (“Customer”).
PURCHASE AGREEMENT BY AND AMONG BANKS.COM, INC., INTERSEARCH CORPORATE SERVICES, MYSTOCKFUND SECURITIES, INC. AND ONLINE INVESTMENTS, INC., Effective as of November 29, 2007Purchase Agreement • May 15th, 2008 • Banks.com, Inc. • Services-computer programming, data processing, etc. • Florida
THIS PURCHASE AGREEMENT, effective as of November 29, 2007 (this “Agreement”), is by and among Banks.com, Inc., a Florida corporation (the “Buyer”), InterSearch Corporate Services, Inc., a Nevada corporation (“Acquisition Sub”), MyStockFundSecurities, Inc., a Delaware corporation (the “Company”), and Online Investments, Inc., a Virginia corporation (the “Parent”). The Buyer, the Company, the Acquisition Sub, and the Parent are referred to collectively as the “Parties.” The Parent is sometimes referred to as the “Seller.” The Buyer and the Acquisition Sub are sometimes referred to individually as a “Buyer Party,” and collectively as the “Buyer Parties.”
SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 23rd, 2005 • Intersearch Group Inc • Nevada
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 10, 2004, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX ) (“Bank”), on the one hand, and WALNUT VENTURES, INC., a Nevada corporation, CORPORATE CONSULTING SERVICES, INC., a Nevada corporation, and INTERSEARCH GROUP, INC., a Florida corporation (jointly and severely, collectively and each individually, referred to herein as “Borrower”), whose address is 250 Montgomery St., San Francisco, CA 94104, on the other hand, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
