AGREEMENT AND PLAN OF MERGER dated as of March 26, 2018, among WME ENTERTAINMENT PARENT, LLC, LION MERGER SUB, INC. and NEULION, INC.Agreement and Plan of Merger • March 27th, 2018 • Neulion, Inc. • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 26, 2018 (this “Agreement”), among WME Entertainment Parent, LLC, a Delaware limited liability company (“Parent”), Lion Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned direct or indirect Subsidiary of Parent, and NeuLion, Inc., a Delaware corporation (the “Company”).
NEULION, INC. SUBSCRIPTION AGREEMENT SALE OF ________________ CLASS 3 PREFERENCE SHARES August 12, 2010Subscription Agreement • August 18th, 2010 • Neulion, Inc. • Cable & other pay television services • New York
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT 1 TO...Contract for Services • October 10th, 2012 • Neulion, Inc. • Cable & other pay television services
This amendment 1 to the CONTRACT FOR SERVICES (the "Amendment") is made and entered into this 13th day of July, 2012, by and between KylinTV, Inc. (herein referred to as "Company") located at 1600 Old Country Road, Plainview, NY 11803, and NeuLion, Inc., (herein referred to as "NeuLion") located at 1600 Old Country Road, Plainview, NY 11803.
CONTRACT FOR SERVICESContract for Services • June 23rd, 2009 • Jumptv Inc • Cable & other pay television services • New York
THIS AGREEMENT, dated as of June 22, 2007 (together with the schedules, appendices, attachments and exhibits, if any (“Agreement”), between Sky Angel U.S. , LLC. having its principal office at 3050 Horseshoe Drive N., Suite 290, Naples, Florida 34104-7910 (“Company”) and NeuLion, Inc., having its principal place of business at 1600 Old Country Road, Suite 101, Plainview, New York 11803, United States (“NeuLion”), each of Company and NeuLion being a “Party”.
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. CONTRACT FOR...Confidential Treatment • June 23rd, 2009 • Jumptv Inc • Cable & other pay television services • New York
THIS AGREEMENT, dated as of June 1, 2008 (together with the schedules, appendices, attachments and exhibits, if any (“Agreement”), between KyLinTV, Inc., having its principal office at 1600 Old Country Road, Plainview, New York 11803 (“Company”) and NeuLion, Inc., having its principal place of business at 1600 Old Country Road, Suite 101, Plainview, New York 11803, United States (“NeuLion”), each of Company and NeuLion being a “Party”.
SOFTWARE LICENSE AND PRODUCT DISTRIBUTION AGREEMENTAgreement • June 23rd, 2009 • Jumptv Inc • Cable & other pay television services • New York
THIS AGREEMENT, is entered into as of September 29, 2006 by and between NeuLion, Inc. (“NeuLion”), having a place of business at 1600 Old Country Road, Suite 101, Plainview, New York 11803, USA and TransVideo International Ltd. (“TransVideo”) having a place of business at 11th Floor, Building A, #3 Danling Street, Haidian District, Beijing, China 100080.
AGREEMENT AND PLAN OF MERGER among NEULION, INC., NLDMC, INC., NLDAC, INC., PCF 1, LLC, and DIVX CORPORATION dated as of January 2, 2015Agreement and Plan of Merger • January 5th, 2015 • Neulion, Inc. • Cable & other pay television services • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of January 2, 2015, is entered into among NeuLion, Inc., a Delaware corporation (“Parent”), NLDMC, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), NLDAC, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”), PCF 1, LLC, a Delaware limited liability company (“PCF”), and DivX Corporation (formerly known as PCF Number 1, Inc.), a Delaware corporation and wholly-owned subsidiary of PCF (the “Company”). The parties to this Agreement are sometimes referred to herein, individually as a “Party” and, collectively, as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2009 • Jumptv Inc • Ontario
WHEREAS the Company provides online delivery of television networks from broadcasters around the world via the internet;
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT TO...Software and Product Distribution Agreement • April 9th, 2009 • Jumptv Inc
THIS AMENDMENT to the Software and Product Distribution Agreement (the “Agreement”) by and between NeuLion, Inc. (“NeuLion”) and TransVideo International Ltd. (“TransVideo”) is entered into as of July 1, 2008.
September 9, 2008 Mr. Blair BaxterJumptv Inc • April 9th, 2009
NEULION, INC. SUBSCRIPTION AGREEMENT FOR UNITS (for Canadian Subscribers)Neulion, Inc. • September 28th, 2012 • Cable & other pay television services • Ontario
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and offers to purchase from the Corporation that number of units of securities of the Corporation (“Units”) set out below at a price of $0.20 per Unit. Each Unit will consist of one share of Common Stock and one-half of one purchase warrant, each whole warrant (“Warrant”) entitling the holder thereof to purchase one share of Common Stock of the Corporation at an exercise price of US$0.30 per share for a period of 30 months following the closing of this offering.
AMENDED AND RESTATED NEULION, INC. STOCK OPTION AGREEMENT INCENTIVE STOCK OPTIONOmnibus Securities and Incentive Plan • March 1st, 2017 • Neulion, Inc. • Cable & other pay television services
WHEREAS, the Company has adopted the Amended and Restated NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan (the “Plan”) for the benefit of its employees, nonemployee directors and consultants and the employees, nonemployee directors and consultants of its affiliates, and
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “**”. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. CONTRACT FOR...Contract for Products and Services • March 17th, 2010 • Neulion, Inc. • Cable & other pay television services • New York
THIS AGREEMENT, dated as of January 4, 2010 (“Effective Date”) (together with the schedules, appendices, attachments and exhibits attached hereto and hereby incorporated herein in their entirety by reference) (“Agreement”), by and among DISH Network L.L.C., a Colorado company having its principal office at 9601 S. Meridian Blvd., Englewood, Colorado 80112 (“Company”), NeuLion USA, Inc., a Delaware corporation having its principal place of business at 1600 Old Country Road, Plainview, New York 11803 (“NeuLion”) and solely for purposes of Section 34 of this Agreement, NeuLion, Inc., an Ontario corporation having its principal place of business at 463 King Street West, 3rd Floor, Toronto, Ontario, Canada M5V 1K4 (“Parent”), each of Company and NeuLion being a “Party”, and together, the “Parties”. For purposes of this Agreement, “Affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with another person or entity, which for NeuL
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2009 • Jumptv Inc • Ontario
WHEREAS the Company provides online delivery of television networks from broadcasters around the world via the internet;
CONTRACT FOR SERVICESContract for Services • April 9th, 2009 • Jumptv Inc • New York
THIS AGREEMENT, dated as of June 25, 2007 (the “Effective Date”), together with the schedules, appendices, attachments and exhibits, if any (collectively, the “Agreement”), between NHL Interactive CyberEnterprises, LLC, a Delaware limited liability company having its principal office at 1251 Avenue of the Americas, New York, NY 10020 (“the NHL”) and NeuLion, Inc., having its principal place of business at 1600 Old Country Road, Suite 101, Plainview, New York 11803, United States (“NeuLion”), each of the NHL and NeuLion being a “Party”.
Re: Employment Agreement JumpTV Inc. (“JumpTV”) is pleased to offer you employment on the terms and conditions described in this letter.Employment Agreement • April 9th, 2009 • Jumptv Inc • Ontario
Please carefully read and consider the terms and conditions. Please confirm your understanding of and agreement to them by countersigning this letter in the space provided below and returning the countersigned copy to me. A second copy of this letter is enclosed for your records. Subject to the approval of the Board of Directors of JumpTV, when you countersign this letter, it will be a binding employment agreement between you and JumpTV.
AMENDMENT TO THAT CERTAIN DATED JUNE 22, 2007 BY AND BETWEEN SKY ANGEL U.S.LLC AND NEULION, INC.That Certain • July 2nd, 2010 • Neulion, Inc. • Cable & other pay television services
This Amendment (the "Amendment") is entered into this 19th day of January, 2010 for the purpose of amending that certain Contract For Services agreement dated June 22nd, 2007, by and between Sky Angel U.S. LLC, ("Sky Angel") and NeuLion, Inc. ("NeuLion") (the "Agreement"). Sky Angel and NeuLion a ("Party") or collectively (the "Parties").
CONVERSION AND SETTLEMENT AGREEMENTConversion and Settlement Agreement • November 19th, 2015 • Neulion, Inc. • Cable & other pay television services • New York
This Conversion and Settlement Agreement (the “Agreement”), dated as of November 19, 2015, is made and entered into by and between NeuLion, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Class 3 Preference Shares, par value $0.01 (the “Class 3 Preferred Holders”) and the holders of the Company’s Class 4 Preference Shares, par value $0.01 (the “Class 4 Preferred Holders” and, together with the Class 3 Preferred Holders, the “Preferred Holders”) set forth on Exhibit A.
VOTING TRUST AGREEMENTVoting Trust Agreement • April 9th, 2009 • Jumptv Inc • Ontario
WHEREAS AvantaLion is the legal and beneficial owner of 10,000,000 common shares in the capital of JumpTV (such shares, together with any additional Securities deposited at any time hereunder, the “AvantaLion Shares”);
NEULION, INC. SUBSCRIPTION AGREEMENT SALE OF 6,219,991 CLASS 4 PREFERENCE SHARES June 29, 2011Subscription Agreement • July 1st, 2011 • Neulion, Inc. • Cable & other pay television services • New York
ACQUISITION AGREEMENT AMONG NEULION, INC. -AND- INTERACTIVE NETCASTING SYSTEMS INC. -AND- HUGH DOBBIE, JR.Acquisition Agreement • November 10th, 2009 • Neulion, Inc. • Cable & other pay television services • British Columbia
This Acquisition Agreement (“Agreement”) is made and entered into as of October 5, 2009 by and among NeuLion, Inc., a corporation existing under the federal laws of Canada (“Purchaser”), Interactive Netcasting Systems Inc., a corporation existing under the federal laws of Canada (the “Company”), and Hugh Dobbie, Jr., a Canadian citizen residing at 2562 136th Street, Surrey, British Columbia (“Dobbie”). Capitalized terms shall have the meanings set forth in Article I.
PURCHASE AGREEMENTPurchase Agreement • February 13th, 2018 • Neulion, Inc. • Cable & other pay television services • Delaware
PURCHASE AGREEMENT, dated as of December 18, 2017 (this “Agreement”), between DivX CF Holdings LLC, a Delaware limited liability company (the “Buyer”) and NeuLion, Inc., a Delaware corporation (the “Seller”).
SECOND AMENDMENT TO THAT CERTAINConfidential Treatment • December 20th, 2012 • Neulion, Inc. • Cable & other pay television services
This Amendment (the “Second Amendment”) is entered into this 15th day of July, 2010 for the purpose of amending that certain Contract For Services agreement dated June 22nd, 2007, by and between Sky Angel U.S. LLC, (“Sky Angel”) and NeuLion, Inc. (“NeuLion”) and Amendments there to (the “Agreement”). Sky Angel and NeuLion a (Party) or collectively (the “Parties”).
As of June 27, 2008 Mr. Jordan BanksJumptv Inc • April 9th, 2009
NEULION, INC. SUBSCRIPTION AGREEMENT FOR UNITS (Canadian Subscribers - Non- Brokered)Subscription Agreement • September 28th, 2012 • Neulion, Inc. • Cable & other pay television services • Ontario
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and offers to purchase from the Corporation that number of units of securities of the Corporation (“Units”) set out below at a price of $0.20 per Unit. Each Unit will consist of one share of Common Stock and one-half of one purchase warrant, each whole warrant (“Warrant”) entitling the holder thereof to purchase one share of Common Stock of the Corporation at an exercise price of US$0.30 per share for a period of 30 months following the closing of this offering.
LICENSE AGREEMENTLicense Agreement • June 23rd, 2009 • Jumptv Inc • Cable & other pay television services
This License Agreement dated as of June 1, 2006 (“Effective Date”) together with the schedules, appendices, attachments and exhibits, if any, between NeuLion, Inc., a Delaware corporation located at 1600 Old Country Road Plainview, New York 11803 (“NeuLion”) and ABS-CBN Global Limited, a Cayman Islands registered company, with offices at 9th Floor, Eugenio Lopez Jr. Communications Center, Quezon City, Philippines (“Licensee”) sets forth the terms and conditions pursuant to which NeuLion hereby grants Licensee a non-exclusive, non-transferable, limited-use license to use the NeuLion iPTV Platform, consisting of NeuLion Trancoder, NeuLion COD Encoder, NeuLion Streaming Media Server, and NeuLion Operational Support System, including optional features, if any, and related materials (collectively the “Licensed Programs”). This Agreement applies to all program code, documentation and training materials embodying or related to the Licensed Programs and the definition of Licensed Programs incl
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “*******” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND...Media and Technology Agreement • July 21st, 2011 • Neulion, Inc. • Cable & other pay television services • New York
VOTING SUPPORT AGREEMENTVoting Support Agreement • November 10th, 2009 • Neulion, Inc. • Cable & other pay television services • British Columbia
THIS VOTING SUPPORT AGREEMENT (the “Agreement”), dated as of October 5, 2009, is made and entered into by and among NeuLion, Inc., a corporation existing under the federal laws of Canada (“Purchaser”), Hugh Dobbie, Jr., a Canadian citizen residing at 2562 136th Street, Surrey, British Columbia (“Dobbie”), and Dowco Computer Systems Ltd., a corporation existing under the laws of the Province of British Columbia (“Dowco” and, together with Dobbie, sometimes herein collectively referred to as the “Shareholders”).
October 14, 2008 By email Nadezda Usina Flagler Beach, FL 32136 Dear Nada:Jumptv Inc • April 9th, 2009
This letter is written to confirm the agreement that you have reached with JumpTV Inc. (the “Company”) regarding the end of your employment with the Company.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 18th, 2010 • Neulion, Inc. • Cable & other pay television services • New York
This Share Exchange Agreement, dated as of August 12, 2010, is made by and among NeuLion, Inc., a company incorporated under the laws of Canada (the “Acquiror Company”), TransVideo International Ltd., a BVI business company incorporated under the laws of the British Virgin Islands (the “Company”) and AvantaLion LLC, a Delaware limited liability company and Wang Yunchuan, Hao Jingfang, Wang Qi, Tan Zhongjun, Wang Xiaohong, Shu Wei, Zhao Yun (each a “Shareholder” and collectively, the “Shareholders”).
PARTIES: RECITALS:Jumptv Inc • April 9th, 2009 • England and Wales
AMENDMENT TO CONTRACT FOR SERVICES AGREEMENTContract for Services • April 9th, 2009 • Jumptv Inc
This Amendment to the CONTRACT FOR SERVICES Agreement (the “Amendment”) is made and entered into this 1st day of August, 2008, by and between NeuLion, Inc., a Delaware corporation, (herein referred to as “NeuLion”) having its principal place of business at 1600 Old Country Road, Plainview, New York, 11803 and NHL Interactive CyberEnterprises, LLC, a Delaware limited liability company (“NHL”), having its principal place of business at 1251 Avenue of the Americas, New York, NY 10020.
Employment Agreement EMPLOYMENT AGREEMENT BETWEEN BLAIR R. BAXTER ANDEmployment Agreement • April 9th, 2009 • Jumptv Inc
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements contained in this Agreement, the Corporation and the Employee agree as follows:
AMENDED AND RESTATED NEULION, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 1st, 2017 • Neulion, Inc. • Cable & other pay television services
This Restricted Stock Unit Award Agreement (“Agreement”) is made and entered into as of ___________, 20__ (“Grant Date”) by and between NeuLion, Inc. (the “Company”) and ___________ (“Awardee”).
March 31, 2008 Blair BaxterJumptv Inc • April 9th, 2009
