REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of June 7, 2007, by and among GoFish Corporation, a Nevada corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2009 • Betawave Corp. • Services-computer processing & data preparation • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this ____ day of _____________, 20___ (the “Effective Date”) by and between Betawave Corporation, a Delaware corporation (the “Company”), and [_______] (the “Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2009 • Betawave Corp. • Services-computer processing & data preparation • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and BETAWAVE CORPORATION, a Nevada corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of [ ] and is made by and between GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Company”), and [ ], an officer or director of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2007 • GoFish Corp. • Miscellaneous publishing
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into and effective as of February 26, 2007 (the “Effective Date”), between GoFish Corporation (the “Company”), and Tabreez Verjee, an individual (the “Executive”).
ContractSecurities Agreement • June 8th, 2007 • GoFish Corp. • Miscellaneous publishing
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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 ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 30th, 2009 • Betawave Corp. • Services-computer processing & data preparation • Delaware
This AMENDED AND RESTATED 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 and BETAWAVE CORPORATION, a Delaware corporation (“Borrower”), with its principal place of business at 706 Mission Street, 10th Floor, San Francisco, California 94103, and provides the terms on which Bank shall lend to Borrower, and Borrower shall repay Bank.
ESCROW AGREEMENTEscrow Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
This Escrow Agreement is entered into as of October 27, 2006, by and among GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Parent”), Michael Downing, Riaz Valani (Messrs. Downing and Valani collectively referred to as the “Indemnification Representatives”), and Gottbetter & Partners, LLP (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 27th day of October of 2006 (the “Effective Date”) between GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
SPLIT-OFF AGREEMENT, dated as of this 27th day of October, 2006 (this “Agreement”), by and among GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (“Seller”), Dianxiang Wu (“Wu”), Jianhua Xue (“Xue”) (Wu and Xue are collectively referred to as “Buyer”), GF Leaseco, Inc., a Nevada corporation (“Leaseco”), GoFish Technologies, Inc., a California corporation (“GF”), and Internet Television Distribution Inc., a Delaware corporation (“ITD”).
PURCHASE AGREEMENTPurchase Agreement • June 8th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
This Purchase Agreement (together with the schedules hereto, this “Agreement”) is dated as of June 7, 2007, among GoFish Corporation, a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2009 • Betawave Corp. • Miscellaneous publishing
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of December 10, 2008 (the “Effective Date”), between GoFish Corporation (the “Company”), and Lennox Vernon, an individual (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2009 • Betawave Corp. • Miscellaneous publishing • California
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 2, 2008 (the “Effective Date”), is by and between GoFish Corporation, a Nevada corporation (the “Company”) and Tabreez Verjee (“Executive”).
FIRST AMENDMENT TO MERGER AGREEMENTMerger Agreement • May 15th, 2007 • GoFish Corp. • Miscellaneous publishing • Delaware
This FIRST AMENDMENT TO MERGER AGREEMENT (this “Amendment”) is dated as of March 29, 2007 and entered into by and among GoFish Corporation, a Nevada corporation (the “Buyer”), BM Acquisition Corp Inc., a Delaware corporation and wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), Bolt, Inc., a/k/a Bolt Media, Inc., a Delaware corporation (the “Company”), and John Davis, (the “Indemnification Representative”), with reference to that certain Agreement and Plan of Merger dated as of February 11, 2007, by and among the Buyer, the Transitory Subsidiary, the Company and the Indemnification Representative (the “Merger Agreement”). Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Merger Agreement.
GOFISH CORPORATION WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • December 9th, 2008 • GoFish Corp. • Miscellaneous publishing
GoFish Corporation, a Nevada corporation (the “Company”), hereby certifies that, for value received, ____________________ or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of _____________ shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.20 per share (as adjusted from time to time as provided in Section 7, the “Exercise Price”), at any time and from time to time, in whole or in part, on or after the date hereof through and including December 2, 2013 (the “Expiration Date”), and subject to the following terms and conditions.
AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • August 13th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
THIS AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (this “Agreement”) is made as of August 10, 2007 (the “Effective Date”), by and between GOFISH TECHNOLOGIES, INC., a California corporation (“GoFish”), GOFISH CORPORATION, a Nevada corporation of which GoFish is a wholly-owned subsidiary (the “Company”) and KALEIDOSCOPE, INC., a Delaware corporation, acting through its wholly owned subsidiary, Kaleidoscope Sports and Entertainment LLC (“KSE”).
ESCROW AGREEMENTEscrow Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2008 • GoFish Corp. • Miscellaneous publishing • California
This CONSULTING AGREEMENT (the “Agreement”), dated as of December 18th, 2007 (the “Effective Date”), is between GoFish Corporation, a Nevada corporation (the “Company”) and James Moloshok (“Consultant”).
GOFISH CORPORATION 6% SENIOR CONVERTIBLE PROMISSORY NOTE DUE JUNE __, 2010Securities Agreement • June 8th, 2007 • GoFish Corp. • Miscellaneous publishing
THIS NOTE is one of a series of duly authorized and issued notes of GoFish Corporation, a Nevada corporation (the “Company”), designated as its 6% Senior Convertible Promissory Notes due June __, 2010, in the original aggregate principal amount of TEN MILLION THREE HUNDRED THOUSAND UNITED STATES DOLLARS (US$10,300,000) (collectively, the “Notes” and each Note comprising the Notes, a “Note”).
GOFISH CORPORATION SECURITIES PURCHASE AGREEMENT Dated as of December 3, 2008Securities Purchase Agreement • December 9th, 2008 • GoFish Corp. • Miscellaneous publishing • California
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of December 3, 2008 by and among GoFish Corporation, a Nevada corporation (the “Company”), and the investors listed on Schedules A-1, A-2 and A-3 hereto, each of which is herein referred to as an “Investor.”
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 28th, 2006 • GoFish Corp. • Agricultural services • New York
THIS STRATEGIC ALLIANCE AGREEMENT is made as of January 1, 2007 (the “Effective Date”) by and between GOFISH TECHNOLOGIES, INC, a California corporation (“GoFish”), GOFISH CORPORATION, a Nevada corporation of which GoFish is a wholly-owned subsidiary (the “Company”) and KALEIDOSCOPE, INC., a Delaware corporation, acting through its wholly owned subsidiary, Kaleidoscope Sports and Entertainment LLC (“KSE”).
GOFISH CORPORATION STOCK OPTION CANCELLATION AGREEMENTStock Option Cancellation Agreement • August 31st, 2007 • GoFish Corp. • Miscellaneous publishing
This Agreement (the “Agreement”), effective as of June 30, 2007, is entered into between GoFish Corporation, a Nevada corporation (the “Company”) and Riaz Valani (the “Grantee”) (together the “Parties”).
STOCK ISSUANCE AND PARTICIPATION RIGHTS AGREEMENTStock Issuance and Participation Rights Agreement • April 1st, 2008 • GoFish Corp. • Miscellaneous publishing • New York
This STOCK ISSUANCE AND PARTICIPATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of December 2007 (the “Effective Date”), by and between MTV Networks, a division of Viacom International Inc., a Delaware corporation, with offices at 1515 Broadway, New York, NY 10036 (“MTVN”) and GoFish Corporation, a Nevada corporation, with offices at 706 Mission Street, 10th Floor, San Francisco, CA 94103 (the “Company”). (MTVN and the Company each referred to as a “Party” and collectively referred to as the “Parties”). Any capitalized term used in this Agreement but not otherwise defined shall have the meaning ascribed to such term in the License Agreement (as defined below).
ContractWarrant Agreement • April 1st, 2009 • Betawave Corp. • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
STOCKHOLDERS SUPPORT AGREEMENTStockholders Support Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing
STOCKHOLDERS SUPPORT AGREEMENT, dated as of February 11, 2007 (this “Agreement”) by and among between GoFish Corporation, a Nevada corporation (“Buyer”) and each of the stockholders whose names appear on the signature page of this Agreement (each a “Major Stockholder” and, collectively, the “Major Stockholders”).
October 27, 2006 Tompkins Capital Group New York, New York 10022 Attention: Mr. Mark N. Tompkins Mr. Tompkins:Merger Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services
Reference is made to that certain Term Sheet (the “Term Sheet”), dated August 21, 2006, relating to a proposed business combination between GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Company”) and GoFish Technologies, Inc., a California corporation (“GoFish”), and a related private placement financing (the “Transactions”). In connection with the Transactions, the Company, GoFish, GF Acquisition Corp., a California corporation, ITD Acquisition Corp., a Delaware corporation, and Internet Television Distribution Inc., a Delaware corporation (“ITD”), entered into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of October 27, 2006, pursuant to which GoFish shareholders received common stock, par value $0.001 per share, of the Company (the “Common Stock”) in consideration for shares of GoFish held by them at the effective time of the merger. In accordance with the Merger Agreement, among other things, ITD Acquisition Cor
ACCESSION AGREEMENTAccession Agreement • August 14th, 2008 • GoFish Corp. • Miscellaneous publishing • New York
THIS ACCESSION AGREEMENT (this “Accession Agreement”), is made as of June 30, 2008 by and among GoFish Corporation, a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Second Closing Subscriber” and collectively the “Second Closing Subscribers”).
GOFISH CORPORATION INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 9th, 2008 • GoFish Corp. • Miscellaneous publishing • California
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 3, 2008, by and among GoFish Corporation, a Nevada corporation (the “Company”), and the stockholders of the Company listed on Schedule A (each a “Stockholder” and collectively the “Stockholders”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 31st, 2007 • GoFish Corp. • Miscellaneous publishing • California
This Agreement, effective as of April 1, 2007 (“Effective Date”), is between GoFish Corporation (“Company”) and Riaz Valani (“Consultant”) (individually, “Party”; collectively, “Parties”).
FIRST AMENDMENT TO STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • July 11th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
AMENDMENT TO ADVERTISING REPRESENTATION AGREEMENTAdvertising Representation Agreement • July 24th, 2009 • Betawave Corp. • Services-computer processing & data preparation
This AMENDMENT TO ADVERTISING REPRESENTATION AGREEMENT (this “Amendment”) is entered into as of November 12, 2008 by and between GoFish Corporation (“GoFish”), a Nevada corporation, and Miniclip Limited, a company registered in the United Kingdom with company number 04150754 (“Company”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Agreement (as defined below).
ACKNOWLEDGEMENT AND REAFFIRMATION OF LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2009 • Betawave Corp. • Services-computer processing & data preparation • California
THIS ACKNOWLEDGEMENT AND REAFFIRMATION OF LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 9th day of November, 2009, by and between Silicon Valley Bank (“Bank”) and Betawave Corporation, a Delaware corporation (“Betawave-DE”) whose address is 706 Mission Street, 10th Floor, San Francisco, CA 94103.
SEPARATION AGREEMENT & MUTUAL RELEASESeparation Agreement • June 9th, 2008 • GoFish Corp. • Miscellaneous publishing • California
THIS SEPARATION AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made as of June 4, 2008 (the “Effective Date”) by and between GoFish Corporation (the “Company”), a Nevada corporation maintaining its principal offices at 706 Mission St., 10th Floor, San Francisco, CA 94103, and Michael Downing an individual residing at 2299 Pacific #51, San Francisco, CA (“Mr. Downing,” and, collectively with Company, the “Parties,” and each a “Party”).
AMENDMENT TO ADVERTISING REPRESENTATION AGREEMENTAdvertising Representation Agreement • March 31st, 2009 • Betawave Corp. • Services-computer processing & data preparation
This AMENDMENT TO ADVERTISING REPRESENTATION AGREEMENT (this “Amendment”) is entered into as of November 12, 2008 by and between GoFish Corporation (“GoFish”), a Nevada corporation, and Miniclip Limited, a company registered in the United Kingdom with company number 04150754 (“Company”). All capitalized terms not otherwise defined herein shall have the meaning ascribed to such term in the Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2010 • Betawave Corp. • Services-computer processing & data preparation
This First Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 26th day of January 2010, by and between Silicon Valley Bank (“Bank”) and Betawave Corporation, a Delaware corporation (“Borrower”) whose address is 706 Mission Street, 10th Floor, San Francisco, CA 94103.
