Exhibit D STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT dated as of May 8, 1997 among MAGNAVISION CORPORATION, a Delaware corporation (the "Company"), the Investors and the other parties listed on Schedule I hereto (collectively, the "Stockholders")....Stockholders Agreement • June 5th, 1998 • Magnavision Corporation • Investors, nec • Delaware
LOAN AND SECURITY AGREEMENT ACCESS CAPITAL, INC.Loan and Security Agreement • June 5th, 1998 • Magnavision Corporation • Investors, nec • New York
Exhibit F MANAGEMENT SERVICES AGREEMENT MANAGEMENT SERVICES AGREEMENT dated as of May 8, 1997 between MAGNAVISION CORPORATION, a Delaware corporation (the "Company"), and KOCO CAPITAL COMPANY, L.P., a Delaware limited partnership ("KoCo"). The Company...Management Services Agreement • June 5th, 1998 • Magnavision Corporation • Investors, nec • New York
EXHIBIT 99.2 MAGNAVISION CORPORATION AGREEMENT AND PLAN OF MERGER September 12, 2000 TABLE OF CONTENTSMerger Agreement • September 25th, 2000 • Magnavision Corporation • Investors, nec • Delaware
ASSET PURCHASE AGREEMENT by and between LAMONT TELEVISION SYSTEMS, INC.Asset Purchase Agreement • April 14th, 2000 • Magnavision Corporation • Investors, nec • Connecticut
May 8, 1997Employment Agreement • June 5th, 1998 • Magnavision Corporation • Investors, nec • Delaware
LOAN AGREEMENT Borrower: MAGNAVISION CORPORATION 1725 Route 35 Wall, NJ 07719 Lender: BSB BANK & TRUST COMPANY Commercial Loan Department P.O. Box 1056 (58-68 Exchange St.) Binghamton, NY 13902 THIS LOAN AGREEMENT between MAGNAVISION CORPORATION...Loan Agreement • April 6th, 1999 • Magnavision Corporation • Investors, nec • New York
COMMERCIAL SECURITY AGREEMENT Borrower: MAGNAVISION CORPORATION 1725 Route 35 Wall, NJ 07719 Lender: BSB BANK & TRUST COMPANY Commercial Loan Department P. O. Box 1056 (58-68 Exchange St.) Binghamton, NY 13902 THIS COMMERCIAL SECURITY AGREEMENT is...Commercial Security Agreement • April 6th, 1999 • Magnavision Corporation • Investors, nec • New York
Exhibit E REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of May 8, 1997 among MAGNAVISION CORPORATION, a Delaware corporation (the "Company"), the Investors and the other parties set forth on Schedule I hereto (the...Registration Rights Agreement • June 5th, 1998 • Magnavision Corporation • Investors, nec • New York
COMMERCIAL PLEDGE AND SECURITY AGREEMENTCommercial Pledge and Security Agreement • April 6th, 1999 • Magnavision Corporation • Investors, nec • New York
THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT is entered into between Magnavision Corporation (referred to below as "Grantor"); and BSB Bank & Trust Company (referred to below as "Lender").
Execution Copy EXCHANGE AGREEMENT EXCHANGE AGREEMENT dated as of May 8, 1997 (the "Agreement") among MagnaVision Corporation, a Delaware corporation (the "Company"), IBJS Capital Corporation, a Delaware corporation ("IBJSCC"), and KOCO Capital...Exchange Agreement • June 5th, 1998 • Magnavision Corporation • Investors, nec • New York
Void after _________ __, 2007 This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933. This Warrant and such shares may not be sold or transferred in the absence of such...Common Stock Purchase Warrant • June 5th, 1998 • Magnavision Corporation • Investors, nec
Void after July 3, 2008 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION...Common Stock Purchase Warrant • April 6th, 1999 • Magnavision Corporation • Investors, nec
