Language Access Network, Inc. Sample Contracts

SETTLEMENT AGREEMENT
Settlement Agreement • December 22nd, 2006 • Language Access Network, Inc. • Communications services, nec • Ohio

This Settlement Agreement (this "Settlement Agreement") is entered into this 15th day of August, 2006 ("Effective Date") by and between Plaintiffs Language Access Network, Inc. ("LAN") and Risk Capital Management, LLC ("Risk") (collectively, LAN and Risk are referred to as "Plaintiffs") and Defendant Richard Fitzpatrick ("Fitzpatrick").

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Agreement and Plan of Merger by and among IB3 Networks, Inc. a Nevada corporation, NYC Acquisition, Inc. a Nevada corporation, NYC Mags, Inc., a New York corporation and the sole shareholder of NYC Mags, Inc, a New York corporation. dated as of...
Agreement and Plan of Merger • December 11th, 2008 • IB3 Networks, Inc. • Communications services, nec • Nevada

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 10, 2008, is by and among IB3 NETWORKS, INC., a Nevada corporation (“IB3”), NYC ACQUISITION, INC., a Nevada corporation (“Merger Sub”), NYC MAGS, INC., a New York corporation (“Company”), and the SHAREHOLDERS (the persons who are defined as Shareholders in Article III, who are all of the shareholders of Company). Certain terms used herein are defined in Article III.

MUTUAL SETTLEMENT AND RELEASE AGREEMENT
Mutual Settlement and Release Agreement • February 17th, 2010 • IB3 Networks, Inc. • Communications services, nec • Ohio

This Mutual Settlement and Release Agreement is entered into by and between Data Center 101, LLC (hereinafter referred to as “Data Center”) and iBeam Solutions, LLC (hereinafter referred to as “iBeam”) on or about December , 2009.

LANGUAGE ACCESS NETWORK, INC. Non-Competition and Non-Solicitation Agreement August 1, 2007
Solicitation Agreement • August 6th, 2007 • Language Access Network, Inc. • Communications services, nec • Ohio

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of the date set forth above by and between Language Access Network, Inc., a Nevada corporation (the “Company”), and the undersigned individual who has been a member of iBeam Solutions LLC, an Ohio limited liability company (the “Member”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 21st, 2007 • Language Access Network, Inc. • Communications services, nec • Nevada

THIS EMPLOYMENT AGREEMENT, effective June 1, 2006, is between The Language Access Network, Inc., a Nevada Corporation ("Employer" or the "Company"), and Michael E. Guirlinger, ("Employee").

Agreement and Plan of Merger by and among Language Access Network, Inc., iBS Merger Sub LLC, iBeam Solutions LLC and the Members of iBeam Solutions LLC dated as of August 1, 2007
Agreement and Plan of Merger • August 6th, 2007 • Language Access Network, Inc. • Communications services, nec • Ohio

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 1, 2007, is by and among LANGUAGE ACCESS NETWORK, INC., a Nevada corporation (“LAN”), iBS MERGER SUB LLC, an Ohio limited liability company (“Merger Sub”), iBEAM SOLUTIONS LLC, an Ohio limited liability company (“Company”), and the MEMBERS (the persons who are defined as Members in Article III, who are all of the members of Company). Certain terms used herein are defined in Article III.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 22nd, 2006 • Language Access Network, Inc. • Communications services, nec • Nevada

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2006, effective as of October 1, 2005 (the “Effective Date”) by and among ANDREW PANOS (“Andy Panos”), EDWARD PANOS (“Ed Panos”), THE LANGUAGE ACCESS NETWORK, LLC, an Ohio limited liability company (the “Company”), and LANGUAGE ACCESS NETWORK, INC., a Nevada corporation (“LAN”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2009 • IB3 Networks, Inc. • Communications services, nec

This Employment Agreement (this “Agreement”) is made and entered into as of January 1, 2009 (the “Effective Date” by and among Eric Schmidt an individual currently serving as the CEO of IB3 Networks, Inc. (“Executive”), and IB3 NETWORKS, Inc., a Nevada Corporation (“Company”). Company and IB3 are collectively referred to herein as the “Parties.” In consideration of the mutual terms and conditions as stated herein, the sufficiency of which is hereby acknowledge, Company and IB3 agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • December 11th, 2008 • IB3 Networks, Inc. • Communications services, nec

This Employment Agreement (this “Agreement”) is made and entered into as of the 10th day of December (the “Effective Date”) by and among NYC MAGS, INC., a New York corporation (the “Company”), Michael Jacobson, an individual who has been appointed by IB3 NETWORKS, INC.’s (“IB3”) board of directors to serve as the President of NYC Mags, Inc. and MadisonAvenueMagazine.com, the Company herein after (“Executive”) and IB3. The Company, Executive and IB3 are collectively referred to herein as the “Parties.” In consideration of the mutual terms and conditions stated herein, the sufficiency of which is hereby acknowledged, the Company, Executive and IB3 agree as follows:

EXHIBIT F - ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS
Assignment and Assumption of Service Contracts • March 9th, 2009 • IB3 Networks, Inc. • Communications services, nec

THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this "Assignment") is made and entered into this 10 day of February, 2009 by and between DATA CENTER, 101 LLC, an Ohio limited liability company ("Assignor"), and iBEAM SOLUTIONS LLC, an Ohio limited liability company ("Assignee"), under the following circumstances:

SUBLEASE AGREEMENT BETWEEN DATA CENTER 101, LLC (SUBLANDLORD) AND IBEAM SOLUTIONS LLC (SUBTENANT)
Sublease Agreement • March 9th, 2009 • IB3 Networks, Inc. • Communications services, nec

This sublease agreement (“Sublease”) is made effective February 10, 2009 (the “Effective Date”) between Data Center 101, LLC, a limited liability company organized under the laws of the State of Ohio, and having an office and place of business located at 3045 East Fifth Avenue, Columbus, Ohio 43219-2895 (“Sublandlord”), and iBeam Solutions LLC a limited liability company organized under the laws of the State of Ohio, and having an office and place of business located at 10 South High Street, Canal Winchester, OH 43110 (“Subtenant”). Sublandlord and Subtenant are sometimes individually referred to as “Party” or collectively referred to as “Parties”.

ACQUISITION AGREEMENT
Acquisition Agreement • January 17th, 2008 • Language Access Network, Inc. • Communications services, nec • Ohio

THIS ACQUISITION AGREEMENT (this “Agreement”) is dated as of January 16, 2008, by and among LANGUAGE ACCESS NETWORK, INC., a Nevada corporation (“Parent”), INTERIM SUPPORT, LLC, a Nevada limited liability company (“Buyer”), iBeam Solutions, LLC, a Nevada limited liability company (“iBeam”) and the individual officers and directors of Parent who have executed this Agreement below (collectively, the “Officer/Directors”). (The forgoing parties to this Agreement are sometimes referred to herein collectively as the “Parties”).

IB3 NETWORKS, INC. Non-Competition and Non-Solicitation Agreement December 10, 2008
Non-Solicitation Agreement • December 11th, 2008 • IB3 Networks, Inc. • Communications services, nec • Nevada

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of the date set forth above by and between IB3 Networks, Inc., a Nevada corporation (the “Company”), and the undersigned individual who has been a shareholder of NYC Mags, Inc., a New York corporation (the “Shareholder”).

ESCROW AGREEMENT
Escrow Agreement • August 6th, 2007 • Language Access Network, Inc. • Communications services, nec • Ohio

This Escrow Agreement (this “Agreement”), dated as of August 1, 2007, is entered into by and among Language Access Network, Inc., a Nevada corporation (“LAN”), iBS Merger Sub LLC, an Ohio limited liability company (“Merger Sub”), iBeam Solutions LLC, an Ohio limited liability company and surviving company in the merger of Merger Sub with and into the former iBeam Solutions LLC which was also an Ohio limited liability company (the “Surviving Company,” and collectively with LAN and the Merger Sub, the “Escrow Beneficiaries”), all of the pre-merger Members of the former iBeam Solutions LLC (the “Members”), and Squire, Sanders & Dempsey L.L.P. (the “Escrow Agent”). LAN, Merger Sub, the Surviving Company, the Members and the Escrow Agent are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FIRST AMENDMENT TO SUBLEASE AGREEMENT
Sublease Agreement • March 9th, 2009 • IB3 Networks, Inc. • Communications services, nec

This First Amendment to Sublease Agreement (the "First Amendment") is made effective this 3rd day of March, 2009 (the "Effective Date") by and between Data Center 101, LLC a limited liability company organized under the laws of the State of Ohio, or its assigns (“Sublandlord”), and iBeam Solutions, LLC a limited liability company organized under the laws of the State of Ohio, or its permitted assignee (“Subtenant”).

LANGUAGE ACCESS NETWORK, INC.
Language Access Network, Inc. • February 21st, 2007 • Communications services, nec

Reference is made to the letter agreement dated November 29, 2006 (the 'Letter Agreement") among Language Access Network, Inc. CIAN"), Healinc, LLC, Eliane Uscher, individually, and Dr. Stanley Schoenbach, individually, concerning the contemplated acquisition by LAN of Healinc Telecom LLC ("HT").

REFERRAL AGENT AGREEMENT
Referral Agent Agreement • December 22nd, 2006 • Language Access Network, Inc. • Communications services, nec • Nevada

This Agreement is made and entered into on this 30th day of June, 2006 ("Effective Date") by and between The Language Access Network ("Company") with its principal office in Las Vegas, Nevada and operating office at 111 West Rich Street, Columbus Ohio 43215 and Speakeasy Enterprises, LLC ("Referral Agent'), located at 9128 Quarrystone Way, Las Vegas, Nevada 89123 and the Registered Agent at such address is Carolyne S. Johnson.

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