FORM OF UNDERWRITING AGREEMENT between IDW MEDIA HOLDINGS, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters IDW MEDIA HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2021 • Idw Media Holdings, Inc. • Services-advertising • New York
The undersigned, IDW Media Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SEPARATION AND DISTRIBUTION AGREEMENT by and between IDT CORPORATION And CTM MEDIA HOLDINGS, INC. Dated as of September 14, 2009Separation and Distribution Agreement • October 29th, 2009 • CTM Media Holdings, Inc. • Services-advertising • New Jersey
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 14, 2009, by and between IDT Corporation, a Delaware corporation (“IDT”), and CTM Media Holdings, Inc., a Delaware corporation (“CTM”; and together with IDT, the “Parties”, and each individually, a “Party”).
TAX SEPARATION AGREEMENTTax Separation Agreement • October 29th, 2009 • CTM Media Holdings, Inc. • Services-advertising • New Jersey
This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of September 14, 2009, by and between IDT Corporation, a Delaware corporation (“IDT”), and CTM Media Holdings, Inc., a Delaware corporation (“CTM”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2020 • Idw Media Holdings, Inc. • Services-advertising • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2020, by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Stockholder” and, collectively, the “Stockholders”).
MASTER SERVICES AGREEMENTMaster Services Agreement • October 29th, 2009 • CTM Media Holdings, Inc. • Services-advertising • New Jersey
THIS MASTER SERVICES AGREEMENT, dated as of September 14, 2009 (this “Agreement”), is entered into by and between CTM Media Holdings, Inc., a Delaware corporation (“ CTM ”), and IDT Corporation, a Delaware corporation (“ IDT ”). For purposes of this Agreement, “ Party ” or “ Parties ” shall mean either CTM or IDT, individually or collectively.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • May 15th, 2023 • Idw Media Holdings, Inc. • Services-advertising
This Separation and General Release Agreement (the “Agreement”) is entered into by and between IDW Media Holdings, Inc. (the “Company”) and Brooke Feinstein (“Employee”) (individually, each a “Party” and collectively, the “Parties”), and the Parties agree to the terms and conditions set forth below:
LOAN AGREEMENTLoan Agreement • October 16th, 2020 • Idw Media Holdings, Inc. • Services-advertising • New York
This LOAN AGREEMENT (this “Agreement”) made as of August 21, 2018 by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and Howard Jonas (the “Lender”). Each of the Company and the Lender also referred to herein as a “Party”, and collectively as the “Parties”. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Appendix A hereto.
IDW MEDIA HOLDINGS, INC. 2019 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 16th, 2020 • Idw Media Holdings, Inc. • Services-advertising • Delaware
This Agreement confirms and memorializes the grant of Restricted Stock to you effective as of ● (the “Effective Date”) under the IDW Media Holdings, Inc. 2019 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), upon the terms and conditions described herein.
THIS IS THE FORM OF MASTER SERVICES AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN CTM MEDIA HOLDINGS, INC. AND IDT CORPORATION, EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF MASTER SERVICES AGREEMENTMaster Services Agreement • July 7th, 2009 • CTM Media Holdings, Inc. • Services-advertising • New Jersey
THIS MASTER SERVICES AGREEMENT, dated as of [INSERT DATE], 2009 (this “Agreement”), is entered into by and between CTM Media Holdings, Inc., a Delaware corporation (“CTM”), and IDT Corporation, a Delaware corporation (“IDT”). For purposes of this Agreement, “Party” or “Parties” shall mean either CTM or IDT, individually or collectively.
IDW MEDIA HOLDINGS, INC. 2019 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • October 16th, 2020 • Idw Media Holdings, Inc. • Services-advertising • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of ●, by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and ● (the “Optionee”).
Note: The fees, payment terms, and other business terms in the agreement and exhibits have been excluded because these terms are both not material and would likely cause competitive harm to IDW Media Holdings Inc. if publicly disclosed. DISTRIBUTION...Distribution Agreement • April 5th, 2021 • Idw Media Holdings, Inc. • Services-advertising
CTM MEDIA HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 10th, 2009 • CTM Media Holdings, Inc. • Services-advertising • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of «OPTIONDATE», by and between CTM Media Holdings, Inc., a Delaware corporation (the “Company”), and «FIRSTNAME» «LASTNAME» (the “Grantee”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2020 • Idw Media Holdings, Inc. • Services-advertising
This Amendment (hereinafter referred to as this “Amendment”) to the Registration Rights Agreement (the “RRA”), is entered into by IDW Media Holdings, Inc., a Delaware corporation (the “Company”), Raging Capital Master Fund, Ltd., a Cayman entity (“Raging Capital”) and William C. Martin (“Martin” and together with Raging Capital, the “Stockholders”) effective March [25], 2020 (the “Effective Date”). All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the RRA as amended hereby.
CTM MEDIA HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 10th, 2009 • CTM Media Holdings, Inc. • Services-advertising • Delaware
This Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTED_DATE» (the “Effective Date”) under the CTM Media Holdings, Inc. 2009 Stock Option and Incentive Plan (the “Plan”), upon the terms and conditions described herein.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • May 15th, 2023 • Idw Media Holdings, Inc. • Services-advertising
This Separation and General Release Agreement (the “Agreement”) is entered into by and between IDW Media Holdings, Inc. (the “Company”) and Allan Grafman (“Employee”) (individually, each a “Party” and collectively, the “Parties”), and the Parties agree to the terms and conditions set forth below:
BRIDGE LOAN FACILITY AGREEMENTBridge Loan Facility Agreement • October 16th, 2020 • Idw Media Holdings, Inc. • Services-advertising • New York
This Bridge Loan Facility Agreement (this “Agreement”) is made as of September 21, 2018 (the “Effective Date”), by and between Howard S. Jonas (“Lender”) and IDW Media Holdings, Inc., a Delaware corporation (“Debtor”). Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in Section 1.
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2022 • Idw Media Holdings, Inc. • Services-advertising • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into on this April 5, 2022, is by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and Howard S. Jonas (the “Employee”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • September 17th, 2021 • Idw Media Holdings, Inc. • Services-advertising
This Separation and General Release Agreement (the “Agreement”) is executed by and between Karina Fedasz (“Employee”) and IDW Media Holdings, Inc. (the “Company”) (collectively the “Parties”). In consideration for the execution of this Agreement and the performance of the terms and conditions herein, the Parties agree as follows:
CTM MEDIA HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 10th, 2009 • CTM Media Holdings, Inc. • Services-advertising • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of «OPTIONDATE», by and between CTM Media Holdings, Inc., a Delaware corporation (the “Company”), and «FIRSTNAME» «LASTNAME» (the “Grantee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 16th, 2020 • Idw Media Holdings, Inc. • Services-advertising • Ontario
This Loan and Security Agreement (the “Agreement”) is made and entered into as of June 19, 2018 by and among HIGH PARK / V-WARS PRODUCTIONS INC. (“Borrower”) with an office at 693 Queen Street East, Toronto, Ontario, M4M 1G6, and BANK LEUMI USA (the “Bank”) with an office at 555 West 5th Street, Suite 3300, Los Angeles, CA, 90013, Attention: David Henry, Email: david.henry@leumiusa.com. This Agreement is entered into with reference to the following facts:
Note: The fees, payment terms, and other business terms in the agreement and exhibits have been excluded because these terms are both not material and would likely cause competitive harm to IDW Media Holdings Inc. if publicly disclosed.Distribution Agreement • September 30th, 2021 • Idw Media Holdings, Inc. • Services-advertising
This amendment letter, when signed by you, shall amend the Distribution Agreement between Idea and Design Works, LLC (the “Publisher”) and Penguin Random House Publisher Services, a division of Penguin Random House LLC (the “Distributor”), dated June 20, 2016 (the “Agreement”), as amended. Effective upon signature, the Agreement is hereby amended as follows:
DEFERRED STOCK UNIT AWARD AGREEMENTDeferred Stock Unit Award Agreement • August 10th, 2009 • CTM Media Holdings, Inc. • Services-advertising • Delaware
This Deferred Stock Unit Award Agreement (this “Agreement”) confirms the award (the “Award”) of Deferred Stock Units to you effective as of [Date] (the “Effective Date”) under the CTM Media Holdings, Inc. 2009 Stock Option and Incentive Plan (the “Plan”), upon the terms and conditions set forth herein.
Note: The fees, payment terms, and other business terms in the agreement and exhibits have been excluded because these terms are both not material and would likely cause competitive harm to IDW Media Holdings Inc. if publicly disclosed. IDEA AND...Supply Agreement • March 1st, 2021 • Idw Media Holdings, Inc. • Services-advertising
Re: Supply Agreement entered into as of September 30, 2013 (the “Agreement”) by and between Diamond Comic Distributors, Inc. (“Buyer”) and Idea and Design Works, LLC d/b/a IDW Publishing (“Seller”)
FORM OF AGREEMENT TO BE ENTERED INTO BETWEEN CTM MEDIA HOLDINGS, INC. AND HOLDERS OF RESTRICTED SHARES OF IDT CORPORATION’ STOCKRestricted Stock Agreement • August 10th, 2009 • CTM Media Holdings, Inc. • Services-advertising • Delaware
This Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTED_DATE» (the “Effective Date”), upon the terms and conditions described herein.
CTM MEDIA HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 20th, 2009 • CTM Media Holdings, Inc. • Services-advertising • Delaware
This Agreement confirms the grant of Restricted Stock to you effective as of October 14, 2009 (the “Effective Date”) upon the terms and conditions described herein.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 25th, 2010 • CTM Media Holdings, Inc. • Services-advertising • New York
This ASSET PURCHASE AGREEMENT is dated as of the 23rd day of February, 2010, by and among BELTWAY ACQUISITION CORPORATION (hereinafter “BELTWAY” or “Seller”), a Delaware corporation, and HUFFINES MEDIA, LLC, a Texas limited liability company, and HUFFINES LICENSE SUBSIDIARY, LLC, a Texas limited liability company and wholly owned subsidiary of HUFFINES MEDIA, LLC (collectively “Buyer”).
