COMMON STOCK PURCHASE WARRANT ADAPTIVE MEDIAS, INC.Security Agreement • September 16th, 2015 • Adaptive Medias, Inc. • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ or its assigns (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 six months from the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adaptive Medias, Inc., a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, 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 • September 16th, 2015 • Adaptive Medias, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 4, 2015, between Adaptive Medias, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 10th, 2013 • Mimvi, Inc. • Services-advertising • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement’) is made and entered into as of ______________ between Mimvi, Inc. a Nevada corporation (the “Company”) and ______________ (“Indemnitee”).
MIMVI, INC. OID CONVERTIBLE NOTEConvertible Security Agreement • May 28th, 2013 • Mimvi, Inc. • Services-advertising • New York
This Note is one of a series of duly authorized and validly issued OID Convertible Notes of Mimvi, Inc., a Nevada corporation (the “Company”), having its principal place of business at 440 North Wolfe Road, Sunnyvale, CA 94085, designated as its OID Convertible Note (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 16th, 2015 • Adaptive Medias, Inc. • Services-advertising • New York
SUBSIDIARY GUARANTEE, dated as of September 4, 2015 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Adaptive Medias, Inc., a Nevada corporation (the “Company”) and the Purchasers.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2013, by and between Mimvi, Inc., a Nevada corporation (the “Corporation”), and Michael Poutre (“Indemnitee”), a director and/or officer of the Corporation.
COMMON STOCK PURCHASE WARRANT MIMVI, INC.Common Stock Purchase Warrant • May 28th, 2013 • Mimvi, Inc. • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (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 Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mimvi, Inc., a Nevada corporation (the “Company”), up to 4,000,000 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).
ContractWarrant Agreement • April 16th, 2012 • Mimvi, Inc. • Services-advertising • California
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MIMVI, Inc. THAT SUCH REGISTRATION IS NOT REQUIRED.
Adaptive Medias, Inc. Unaudited Pro Forma Condensed Consolidated Financial StatementsStock Purchase Agreement • September 26th, 2014 • Adaptive Medias, Inc. • Services-advertising
On July 15, 2014, Adaptive Medias, Inc., a Nevada corporation (the “Company”), executed a Stock Purchase Agreement (the “Agreement”) with OneScreen, Inc., a Delaware corporation (“OneScreen”), Media Graph, Inc., a Nevada corporation and OneScreen’s spun-off former subsidiary (“Media Graph”), and the shareholders of Media Graph (the “Selling Shareholders”), effective June 30, 2014, whereby the Company acquired certain assets of OneScreen, which immediately prior thereto were held by Media Graph, in exchange for 5,000,000 shares of the Company’s common stock (the “Acquisition”). On July 15, 2014, the parties to the Agreement executed the First Amendment to the Stock Purchase Agreement (the “Amendment”), which (i) amends the effective date of the Agreement to July 15, 2014, (ii) limits the scope of Section 5.04 of the Agreement to apply only to Restricted Selling Shareholders, as defined in the Amendment, and (iii) adds the Selling Shareholders as a signatory to the Agreement.
STOCK PURCHASE AGREEMENT among KASIAN FRANKS and EVELYN MEADOWS and FASHION NET, INC. Dated as of January 8, 2010Stock Purchase Agreement • March 5th, 2010 • Fashion Net Inc • Services-advertising • Nevada
THIS STOCK PURCHASE AGREEMENT, dated as of January 8, 2010, by and among Kasian Franks (the “Buyer”) and Evelyn Meadows, with principal address at 9063 McGinnis Ave., Las Vegas, Nevada 89148 (the “Seller”), and Fashion Net, Inc., a Nevada corporation with principal address at 9063 McGinnis Ave., Las Vegas, Nevada 89148 (the “Company”). As used herein, the term “Parties” shall be used to refer to the Buyer, the Seller, and the Company jointly.
CONSULTING AGREEMENTConsulting Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • New York
This Consulting Agreement (the “Agreement”) is made as of July 1, 2013, by and between MIMVI Inc, a Delaware corporation (“Client”), and Michael Poutre (“Consultant”). In consideration of the respective covenants, representations, and warranties contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2012 • Mimvi, Inc. • Services-advertising • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of June 30, 2012, by and among MIMVI, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively, the “Subscribers”).
MANAGEMENT CONSULTING AND TECHNOLOGY LICENSE AGREEMENTManagement Consulting and Technology License Agreement • February 13th, 2014 • Adaptive Medias, Inc. • Services-advertising • California
THIS MANAGEMENT CONSULTING AND TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is executed on February 12, 2014 and is made effective as of December 1, 2013, by and between Adaptive Medias, Inc. ("Consultant" or “Licensor”), whose address is 16795 Von Karman Ave., Suite 240, Irvine, CA 92606, and ONESCREEN Inc. (“ONESCREEN”), whose address is 310 Commerce, Suite 200, Irvine, CA 92602.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2014 • Adaptive Medias, Inc. • Services-advertising • California
This First Amendment to Stock Purchase Agreement (this “Amendment”) is made as of July 14, 2014 by and among Adaptive Medias, Inc., a Nevada corporation (“Pubco”), OneScreen, Inc., a Delaware corporation (“OneScreen”), Media Graph, Inc., a Nevada corporation (the “Company”), and the shareholders of the Company as set forth on Exhibit A of the Stock Purchase Agreement (the “Selling Shareholders”). Unless otherwise indicated herein, capitalized terms used in this Amendment without definition shall have the respective meanings specified in the Stock Purchase Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 9th, 2013 • Adaptive Medias, Inc. • Services-advertising • California
This Executive Employment Agreement (“Agreement”) is made as of the 4th day of December, 2013 (the “Commencement Date”), between Adaptive Medias, Inc., a Nevada corporation (the “Company”), and (the “Executive”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER ______________Agreement and Plan of Merger • January 7th, 2013 • Mimvi, Inc. • Services-advertising • California
This AMENDMENT NO. 1 (this “Amendment”), dated as of December 28, 2012, to the Agreement and Plan of Merger, dated as of August 6, 2012 (the “Merger Agreement”), is by and among Lone Wolf, Inc., a California corporation (the “Company”); Eric Rice and DFM Agency, LLC (the “Principal Shareholders”), and Eric Rice in his capacity as the Shareholders’ Representative (the “Shareholders’ Representative”); Mimvi, Inc., a Nevada corporation (the “Parent”); and Wolf Acquisition Corporation, a California corporation (the “Merger Sub”).
LEAK-OUT AND LOCKUP AGREEMENTLeak-Out and Lockup Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • California
THIS LEAK-OUT AND LOCKUP AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2013, between Mimvi, Inc., a Nevada corporation (the “Company”), and Qayed Shareef (the “Shareholder”). For all purposes of this Agreement, “Shareholder” includes any affiliate, controlling person of Shareholder, agent, representative, or other person with whom Shareholder is acting in concert.
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • May 8th, 2014 • Adaptive Medias, Inc. • Services-advertising • California
This Board of Directors Agreement (this “Agreement”) is entered into between Adaptive Medias, Inc., (the “Company”), and Bruce W. Wiseman (“Director”), effective as of the date last below written (the “Effective Date”).
SERVICES AGREEMENTServices Agreement • May 16th, 2014 • Adaptive Medias, Inc. • Services-advertising • California
This Services Agreement (“Agreement”), executed as of the date written below, is made effective as of May 1, 2014 (the “Effective Date”), by and between Adaptive Medias, Inc. (“Adaptive”), OneScreen Inc. (“OneScreen”), and Media Graph, Inc. (“Media Graph”) individually referred to at times as the “Party” or collectively as the “Parties.”.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • March 13th, 2015 • Adaptive Medias, Inc. • Services-advertising • California
This Severance Agreement and General Release ("Agreement") is entered into this day of March 12, 2015 between Abdul Parmach ("Employee") and Adaptive Medias, Inc. ("Employer").
CONSULTING AGREEMENTConsulting Agreement • January 27th, 2015 • Adaptive Medias, Inc. • Services-advertising • California
This Consulting Agreement (the "Agreement"), effective as of January 25, 2015 (the “Effective Date”), is made by and between Adaptive Medias, Inc. a Nevada corporation (the "Company"), and Jim Waltz ("Consultant"). In consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
Settlement and General Release AgreementSettlement Agreement • February 11th, 2014 • Adaptive Medias, Inc. • Services-advertising • California
This Settlement and General Release Agreement (this “Agreement”) is made and entered into as of February 10, 2014 (the “Effective Date”) by and between Adaptive Medias, Inc., a Nevada corporation (the “Company”), and Gemini Master Fund Ltd. (“Gemini”), each being referred to, individually, as a “Party” and, collectively, as the “Parties.”
FIRST AMENDMENT AGREEMENT TO SECURITIES PURCHASE AGREEMENT AND OID CONVERTIBLE NOTESecurities Purchase Agreement • December 17th, 2013 • Adaptive Medias, Inc. • Services-advertising • Nevada
This First Amendment to the Securities Purchase Agreement and to the OID Convertible Note (this “Amendment”) is dated as of December 16, 2013 and is entered into by and between Adaptive Medias, Inc., formerly known as Mimvi, Inc., a corporation organized under the laws of the State of Nevada (the “Company”) and Gemini Master Fund, Ltd., (the “Holder”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LONE WOLF, INC., ERIC RICE AND DFM AGENCY, LLC, THE SHAREHOLDERS’ REPRESENTATIVE, MIMVI, INC. AND WOLF ACQUISITION CORPORATION AUGUST 6, 2012Merger Agreement • August 10th, 2012 • Mimvi, Inc. • Services-advertising • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 6, 2012, by and among Lone Wolf, Inc., a California corporation (the “Company”); Eric Rice and DFM Agency, LLC (the “Principal Shareholders”), and Eric Rice in his capacity as the Shareholders’ Representative (the “Shareholders’ Representative”); Mimvi, Inc., a Nevada corporation (the “Parent”); and Wolf Acquisition Corporation, a California corporation (the “Merger Sub”). The Company, the Principal Shareholders, the Shareholders’ Representative, the Parent and the Merger Sub are each referred to herein as a “Party” and collectively as the “Parties.”
MIMVI, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • March 15th, 2012 • Mimvi, Inc. • Services-advertising • California
This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the ___ day of ______, 20___, between MIMVI, Inc., a Nevada corporation (the “Company”), and ____________________ (the “Purchaser”).
AMENDMENT TO MANAGEMENT CONSULTING AND TECHNOLOGY LICENSE AGREEMENTManagement Consulting and Technology License Agreement • April 24th, 2014 • Adaptive Medias, Inc. • Services-advertising • California
This AMENDMENT TO MANAGEMENT CONSULTING AND TECHNOLOGY LICENSE AGREEMENT (this “Amendment”) is made and entered into as of April 23, 2014 by Adaptive Medias, Inc. (“Consultant”) and OneScreen, Inc. (“ONESCREEN”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 2nd, 2013 • Mimvi, Inc. • Services-advertising • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 1, 2013, is by and among Mimvi, Inc., a Nevada corporation (the “Parent”), Adaptive Media Acquisition Co., Inc., an Oregon corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Adaptive Media, Inc., an Oregon corporation (the “Company”), Qayed Shareef, Morgan Family Trust, dated February 1, 2000 and Kim Reed Perell (each a “Shareholder” and collectively, the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
ADAPTIVE MEDIAS, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENTCommon Stock and Warrant Purchase Agreement • May 5th, 2015 • Adaptive Medias, Inc. • Services-advertising • Massachusetts
This COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of April 30, 2015 between ADAPTIVE MEDIAS, Inc., a Nevada corporation (the “Company”), and James Batmasian (the “Purchaser”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 9th, 2013 • Adaptive Medias, Inc. • Services-advertising • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 4, 2013, is by and among Adaptive Medias, Inc., a Nevada corporation ( “Parent”), Ember Acquisition Co., Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Ember, Inc., a Delaware corporation (the “Company”) and shareholders of the Company representing 100% of its outstanding Capital Stock (as defined below) (each a “Shareholder” and collectively, the “Shareholders”) as set forth on Exhibit A hereto. Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2013 • Mimvi, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of May 21, 2013, by and between Mimvi, Inc., a Nevada corporation (“Company”), and the purchaser(s) listed on the signature page hereof (each a “Purchaser” and collectively the “Purchasers”).
WAIVER OF LEAK-OUT AND LOCKUP AGREEMENTWaiver of Leak-Out and Lockup Agreement • January 3rd, 2014 • Adaptive Medias, Inc. • Services-advertising
THIS WAIVER OF LEAK-OUT AND LOCKUP AGREEMENT (the “Waiver”) is made and entered into as of December 31, 2013 (the “Effective Date”), by Adaptive Medias, Inc. (f/k/a Mimvi, Inc.), a Nevada corporation (the “Company”), in favor of Qayed Shareef (the “Shareholder”) in order to waive the provisions of that certain Leak-Out and Lockup Agreement between the Company and Shareholder dated July 1, 2013 (the “Agreement”). For all purposes of this Waiver, “Shareholder” includes any affiliate, controlling person of Shareholder, agent, representative, or other person with whom Shareholder is acting in concert.
MIMVI, INC. AMENDED AND RESTATED 2010 STOCK OPTION PLAN STOCK OPTION LETTER AGREEMENT STOCK OPTION GRANT NOTICEStock Option Agreement • October 12th, 2012 • Mimvi, Inc. • Services-advertising
We are pleased to inform you that you have been selected by the Mimvi, Inc. (the “Company”) to receive an option (the “Option”) to purchase shares (the “Option Shares”) of the Company's Common Stock under the Company's 2010 Stock Option Plan (the “Plan”).
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 15th, 2014 • Adaptive Medias, Inc. • Services-advertising
This Second Amendment to Executive Employment Agreement dated as of September 9, 2014 (this “Second Amendment”), by and between Adaptive Medias, Inc., (formerly Mimvi, Inc.) a Nevada corporation (the “Company”), and Qayed Shareef (the “Executive”).
ADAPTIVE MEDIAS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 5th, 2016 • Adaptive Medias, Inc. • Services-advertising • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 3, 2016, by and between Adaptive Medias, Inc., a Nevada corporation (the “Company”), and John Strong (“Executive”).
Memorandum of Understanding Between Mimvi, Inc. and Michael PoutreMemorandum of Understanding • September 13th, 2011 • Mimvi, Inc. • Services-advertising
