SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 8, 2011, between Ads In Motion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule I hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ORIGINAL ISSUE DISCOUNT SENIOR SUBORDINATED SECURED CONVERTIBLE DEBENTURE DUE AUGUST 8, 2012Convertible Security Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Subordinated Secured Convertible Debentures of Ads In Motion, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 159 South Street Morristown, NJ 07960, designated as its Convertible Debenture due August 8, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2011, between Ads In Motion, Inc., a Delaware corporation (the “ Company ”), and each of the several purchasers signatory hereto (each such purchaser, a “ Purchaser ” and, collectively, the “ Purchasers ”).
COMMON STOCK PURCHASE WARRANT ADS IN MOTION, INC.Security Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Herbert Glatt (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “ Initial Issuance Date ”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Ads In Motion, Inc., a Delaware corporation (the “ Company ”), up to 501,715 shares (the “ Warrant Shares ”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 8, 2011, between Ads In Motion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule I hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LOCKUP AGREEMENTLockup Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS LOCKUP AGREEMENT (the “Agreement”) is made as of the 8th day of February, 2011, by Mitchell Glatt (“Holder”) in connection with his ownership of shares of Ads In Motion, Inc., a Delaware corporation (the “Company”). Capitalized terms not defined herein shall have the same meaning ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT ADS IN MOTION, INC.Securities Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lee Karls (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ads In Motion, Inc., a Delaware corporation (the “Company”), up to 128,644 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SALE OF ACCOUNTS AND SECURITY AGREEMENTSale of Accounts and Security Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
Magla Products, LLC, a New Jersey limited liability company, with its principal offices at 159 South Street, Morristown, NJ 07960 (“Seller”) and Faunus Group International, Inc., a Delaware corporation (“FGI”), hereby agree, intending to be legally bound, to the terms and conditions set forth in this Sale of Accounts and Security Agreement (“Agreement”). Immediately following the execution of this Agreement, Magla Products, LLC shall assign substantially all of its assets and certain of its liabilities (“Assignment”) to Magla International, LLC, a New Jersey limited liability company (“New Seller”) and shall simultaneously acquire all of the membership/limited liability company interests in New Seller (“Ml Equity”). Magla Products, LLC shall then exchange the MI Equity for all of the equity interests in Ads in Motion, Inc., a Delaware corporation (“PubCo”), resulting in New Seller becoming a wholly-owned subsidiary of PubCo (all of the foregoing, the “Transaction”). Upon consummation o
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested UnderLicense Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising
Re: License Agreement dated November 2, 1998 as amended by Amendatory Agreement dated October, 1999, each by and among Stanley Logistics, Inc. and The Stanley Works (collectively, “Stanley”) and Magla Products, LLC (”Magla”)(collectively the “License Agreement”).
LICENSE AGREEMENTLicense Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into March 1, 2010, by and between WILLIAMSON-DICKIE MANUFACTURING COMPANY, a corporation organized under the laws of the State of Delaware, U.S.A., with its principal office and place of business in Fort Worth, Tarrant County, Texas, (hereinafter referred to as “LICENSOR”), and Magla Products LLC, a limited liability company organized under the laws of the State of New Jersey with its principal office and place of business in Morristown, New Jersey and Magla World-Wide, Ltd,, a wholly owned subsidiary organized under the laws of the Cayman Islands and with its principal office and place of business in Morristown, New Jersey, (hereinafter collectively referred to as “LICENSEE”);
LICENSE AGREEMENTLicense Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising • Connecticut
THIS AGREEMENT is made and entered into effective November 2, 1998 by and between STANLEY LOGISTICS, INC., a Delaware corporation, and THE STANLEY WORKS, a Connecticut corporation, with the principal place of business at 1000 Stanley Drive, New Britain, Connecticut 06053 (collectively “OWNER”) and MAGLA PRODUCTS, INC., a New Jersey corporation, with its principal place of business at 159 South Street, P.O. Box 1934, Morristown, New Jersey 07960-9700 (“LICENSEE”). The parties hereby agree as follows:
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising • Ohio
THIS AGREEMENT, effective as of the 17th day of April 2000 , by and between The Procter & Gamble Company, an Ohio corporation, (hereinafter called "Licensor" together with its Affiliates), and Magia Products, LLC, a New Jersey limited liability company (hereinafter called "Licensee" together with its Affiliates).
AMENDATORY AGREEMENTLicense Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising
This AMENDATORY AGREEMENT is made by and among STANLEY LOGISTICS, INC., a Delaware corporation, and THE STAKLEY WORKS, a Connecticut corporation with its principal place of business at 100 Stanley Drive, New Britain, Connecticut 06053, (collectively, "OWNER"), and MAGLA PRODUCTS, INC., a New Jersey corporation with its principal place of business at 159 South Street, P.O. Box 1934, Morristown, New Jersey 07960 ("LICENSEE").
ContractGuaranty • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT AND/OR SUBORDINATION AND INTERECREDITOR AGREEMENT IN FAVOR OF FAUNUS GROUP INTERNATIONAL, INC. AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
UNCONDITIONAL GUARANTYUnconditional Guaranty • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
Whereas, to induce Lenders to make or extend financial accommodations to or for the benefit of Ads In Motion, Inc., a Delaware corporation (“Borrower”), which are and will be to the direct interest and advantage of Jordan Glatt (“Guarantor”) as the majority shareholder of Borrower, and in consideration of financial accommodations made, or extended to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Lenders and their respective successors, assigns and affiliates the full and timely payment when due of the principal of, and interest on the “Debentures,” as defined below, and all other payment obligations of Borrower to Lenders and their affiliates under the Debentures, however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted or acquired, a
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
This Securities Escrow Agreement (the " Agreement"), dated effective as of February 8, 2011, is entered into by and among Jordan Glatt, the majority shareholder of Ads In Motion, Inc., a Delaware corporation (the “Company”) (the “Pledgor”), the investors to that certain Securities Purchase Agreement, dated hereof, (the “Purchase Agreement”) named herein (collectively, the “Investors”), and Guzov Ofsink, LLC as escrow agent for the Investors (“Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Purchase Agreement as defined immediately below.
SECURITY AGREEMENTSecurity Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
ContractSubordination Agreement • March 31st, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT AND/OR SUBORDINATION AND INTERECREDITOR AGREEMENT IN FAVOR OF FAUNUS GROUP INTERNATIONAL, INC. AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 25, 2011, between Ads In Motion, Inc., a Delaware corporation (the “ Company ”), and each purchaser identified on Schedule I hereto (each, including its successors and assigns, a “ Purchaser ” and collectively, the “ Purchasers ”).
PLEDGE AGREEMENTPledge Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
This PLEDGE AGREEMENT, dated as of April 12, 2011 (together with all amendments, if any, from time to time hereto, this “Agreement”) between Jordan Glatt, an individual (the “Pledgor”), and WORLDWIDE STOCK TRANSFER LLC, a New Jersey limited liability company, in its capacity as collateral agent for the Purchasers (as defined below) (the “Pledgee”).
AMENDMENT NO. 3 TO THE TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising
THIS AMENDMENT ND. 3 dated and effective as of May 15, 2006 (this "Amendment") is to the Trademark License Agreement (the "License Agreement") dated April 17, 2000 and Amendment NO. 1 dated May 1, 2002 and Amendment NO. 2 dated December 1, 2004 between The Procter & Gamble Company, an Ohio corporation ("Licensor'"), and Magla Products LLC, a New Jersey limited liability company ("Licensee"),
THIRD AMENDATORY AGREEMENTLicense Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising
This THIRD AMENDATORY AGREEMENT is made and entered into effective December 23 2002 (the "Effective Date") by and among STANLEY LOGISTICS, INC., a Delaware corporation, and THE STANLEY WORKS, a Connecticut Corporation, with its principal place of business at 1000 Stanley Drive, New Britain, Connecticut 06053 (collectively "OWNER"), and MAGLA PRODUCTS, LLC, a New Jersey corporation with its principal place of 159 South Street, P.O. Box 1934, Morristown, New Jersey 07960 (hereinafter "LICENSEE").
COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • Illinois
THIS COLLATERAL AGENCY AGREEMENT (this “Agreement”) is made and dated as of April 12, 2011 and among the persons named as “Secured Party” on the signature pages hereto (each, a “Secured Party” and together, the “Secured Parties”), Ads in Motion, Inc., a Delaware corporation (the “Company”), and Worldwide Stock Transfer LLC, a New Jersey limited liability company, as collateral agent for the Secured Parties with respect to the Collateral (as hereinafter defined) (in such capacity, the “Collateral Agent”). The Collateral Agent is sometimes referred to herein as the “Agent”.
THIRD AMENDATORY AGREEMENTLicense Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising
This THIRD AMENDATORY AGREEMENT is made and entered into effective December 23 2002 (the "Effective Date") by and among STANLEY LOGISTICS, INC., a Delaware corporation, and THE STANLEY WORKS, a Connecticut Corporation, with its principal place of business at 1000 Stanley Drive, New Britain, Connecticut 06053 (collectively "OWNER"), and MAGLA PRODUCTS, LLC, a New Jersey corporation with its principal place of 159 South Street, P.O. Box 1934, Morristown, New Jersey 07960 (hereinafter "LICENSEE").
ContractLicense Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 25, 2011, between Ads In Motion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule I hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
GUARANTYGuaranty • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising
This Guaranty (“Agreement”) is made and executed this 25tln day of January, 2011 by Ads In Motion, Inc., a corporation, duly incorporated and validly existing pursuant to the laws of Delaware (“Guarantor”), having its principal place of business at 4406 Tennyson Road, Wilmington, Delaware 19802, in favor of FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (“FG/’X having its principal place of business at 80 Broad Street, 22nd Floor, New York, New York 10004.
AMENDMENT NO. 1 TO THE TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising
THIS AMENDMENT NO. 1 dated and effective as of May 1, 2002 (this "Amendment") is to the Trademark License Agreement (the "License Agreement") dated April 17, 2000 between The Procter & Gamble Company, an Ohio corporation ("Licensor"), and Magla Products LLC, a New Jersey limited liability company ("Licensee").
AMENDMENT NO. 2 TO THE TRADEMARK LICENSE AGREEMENTTrademark License Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising
THIS AMENDMENT NO. 2 dated and effective as of December 1, 2004 (this "Amendment") is to the Trademark License Agreement (the "License Agreement") dated April 17, 2000 and Amendment NO. 1 dated May 1, 2002 between The Procter & Gamble Company, an Ohio corporation ("Licensor"), and Magla Products LIC, a New Jersey limited liability company (licensee"),
AMENDED AND RESTATED NONQUALIFIED DEFERRED COMPENSATION PLANNonqualified Deferred Compensation Plan • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New Jersey
AGREEMENT, made this 21st day of December, 2007, by and between MAGLA PRODUCTS, L.L.C, a New Jersey limited liability company, located at 159 South Street, Morristown, New Jersey, 07960 (the "Company") and ALISON CARPINELLO, residing at 2419 Homestead Avenue, Spring Lake, New Jersey, 07762 (the "Executive"),
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising
AMENDATORY AGREEMENT made this 8th day of February, 2011, by and between MAGLA PRODUCTS, L.L.C., a New Jersey limited liability company ("Magla Products") and ALISON CARPINELLO ("Employee"),
AMENDMENT NO. 4 TO THE TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 11th, 2011 • Ads in Motion, Inc. • Services-advertising • Ohio
THIS AMENDMENT NO, 4 dated and effective as of April 1, 2008 (this "Amendment") is to the Trademark License Agreement (the "License Agreement") dated April 17, 2000 and Amendment No, 1 dated May 1, 2002 and Amendment No. 2 dated December 1, 2004 and Amendment No, 3 dated May 15, 2006 between The Procter & Gamble Company, an Ohio corporation ("Licensor"), and Magla Products LLC, a New Jersey limited liability company ("Licensee").
ContractSecurity Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT AND/OR SUBORDINATION AND INTERECREDITOR AGREEMENT IN FAVOR OF FAUNUS GROUP INTERNATIONAL, INC. AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
FIFTH AMENDATORY AGREEMENTLicense Agreement • June 8th, 2011 • Ads in Motion, Inc. • Services-advertising
This FIFTH AMENDATORY AGREEMENT is made and entered into effective as of the 18lh day of July, 2006 (the “Fifth Amendment Effective Date”) by and among STANLEY LOGISTICS, INC., a Delaware corporation, and THE STANLEY WORKS, a Connecticut Corporation, with its principal place of business at 1000 Stanley Drive, New Britain, Connecticut 06053 (collectively “OWNER”), and MAGLA PRODUCTS, INC., a New Jersey corporation with its principal place of 159 South Street, P.O. Box 1934, Morristown, New Jersey 07960-7900 (hereinafter “LICENSEE”).
