EXHIBIT 10.42 LOAN AGREEMENT LOAN AGREEMENT, dated as of January 31, 1997, among Forever Yours, Inc., a California corporation (the "Borrower"), Styles On Video, Inc., a Delaware corporation ("Parent"), and Hasco International, Inc., a Missouri...Loan Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
EXHIBIT 10.38 [EXECUTION COPY] ASSET PURCHASE AGREEMENT Dated as of January 31, 1997Asset Purchase Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • New York
EXHIBIT 10.44 SECURITY AGREEMENTSecurity Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
EXHIBIT 10.28 THE SECURITY REPRESENTED BY THIS INSTRUMENT WAS ORIGINALLY ISSUED ON JANUARY 21, 1997, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT 0F 1933, AS AMENDED. FOREVER YOURS, INC. PROMISSORY NOTE ---------------Promissory Note • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
WITNESSETH:Employment Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
Unpaid Payments of Principal Name of Amount and Principal or Balance of Person Making Date Date of Loan Interest Note Notation ------- ------------ ------------ ---------- -------------Revolving Note • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design
FOR VALUE RECEIVED, the undersigned, Forever Yours, Inc., a California corporation (the "Maker"), hereby promises to pay to the order of Hasco International, Inc., a Missouri corporation (the "Lender"), the principal sum of Five Hundred and Forty Thousand Dollars and No Cents ($540,000.00), or, if less, the aggregate unpaid principal amount of all advances made to the Maker by the Lender pursuant to Section 2.1 of the Loan Agreement, dated as of January 31, 1997, as the same may be amended, modified, restated or supplemented from time to time (the "Loan Agreement"), among the Maker, the Lender and Styles On Video, Inc., in lawful money of the United States of America in immediately available funds, at such times as specified in the Loan Agreement. The Maker also agrees to pay interest on the principal amount hereof from time to time outstanding, in lawful money of the United States of America in immediately available funds, at a rate or rates per annum and payable on such dates and for
WITNESSETH: ----------Registration Rights Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
SECOND AMENDMENT (this "Amendment"), dated June 13, 1997, to the Asset --------- Purchase Agreement (the "Agreement"), dated January 31, 1997, as amended, among --------- STYLES ON VIDEO, INC., a Delaware corporation ("Parent"), FOREVER YOURS, INC., a...Asset Purchase Agreement • June 27th, 1997 • Styles on Video Inc • Services-computer integrated systems design
FIRST AMENDMENT (this "Amendment"), dated May 30, 1997, to the Asset --------- Purchase Agreement (the "Agreement"), dated January 31, 1997 among STYLES ON --------- VIDEO, INC., a Delaware Corporation ("Parent"), FOREVER YOURS, INC., a ------...Asset Purchase Agreement • June 27th, 1997 • Styles on Video Inc • Services-computer integrated systems design
WITNESSETH:Registration Rights Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
RELEASE ------- [SOV]Release Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design
FOR AND IN CONSIDERATION of the exchange of promises and the mutual releases set forth herein among Hasco International, Inc., a Missouri corporation ("Hasco International"), Hasco Holdings Corp., a Delaware corporation ("Holdings"), and Styles on Video, Inc., a Delaware corporation plus such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned and their successors and assigns (the "Releasors") hereby release each other and all of the other entities' employees, administrators, officers, directors, stockholders, attorneys, affiliates and subsidiaries, solely in their capacity as such, their successors and assigns (collectively, the "Releasees") from all manner of action and causes of action, suits, choses in action, contracts, covenants, claims, bonds, bills, debts, dues, sums of money, rents (including rentals dues and rents subsequently to become due), commissions, compensations, damages, taxes, demands and rights whatsoever
SHAREHOLDER LITIGATION; that Jeffrey Safshik, Barry Porter, John Edling, Marshall Geller, Dana Arnold, and Ann Graham Ehringer are all of the current directors of STYLES; that, except for the SHAREHOLDER LITIGATION, none of the STYLES ENTITIES has...Settlement Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
EXHBIT 10.32 SECURITIES EXCHANGE AGREEMENT ----------------------------- This Securities Exchange Agreement is entered into this 15th day of January, 1997 between Styles on Video, Inc. ("SOV"), a Delaware corporation, and International Digital...Securities Exchange Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
EXHIBIT 10.29 AMENDMENT AND WAIVER AGREEMENT ------------------------------ THIS AMENDMENT AND WAIVER AGREEMENT (this "Agreement") is made as of the 13th day of February, 1997, by and between Styles On Video, Inc., a Delaware corporation ("SOV"),...Amendment and Waiver Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
R E C I T A L S - - - - - - - -Employment Agreement • May 9th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
ARTICLE 3. BENEFITS -------- Section 3.1. Arnold shall continue to be eligible to participate in the Company Officer Benefit Plans defined in Section 4.2.2 of the Employment Agreement until the earlier of March 31, 1997 or the closing of the Transaction.Termination and Settlement Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
EXHIBIT 10.2 THIS BRIDGE NOTE HAS BEEN ISSUED BY STYLES ON VIDEO, INC. AND FOREVER YOURS, INC. WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 PURSUANT TO THE EXEMPTION PROVIDED BY SECTION 4(2) OF THAT ACT AND CANNOT BE RESOLD WITHOUT...Bridge Note • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
May 24, 1995Termination Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
TERMSGeneral Amendment and Waiver Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
January 15, 1997 STYLES ON VIDEO, INC. 667 Rancho Conejo Boulevard Newbury Park, California 91320 Gentlemen: Reference is hereby made to that certain Securities Exchange Agreement dated January 15, 1997 between Styles on Video, Inc. ("SOV"), a...Securities Exchange Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design
Reference is hereby made to that certain Securities Exchange Agreement dated January 15, 1997 between Styles on Video, Inc. ("SOV"), a Delaware corporation, and International Digital Investors, L.P. ("IDI"), a Delaware limited partnership, pursuant to which SOV agreed to exchange 2,943,605 shares (the "Initial Shares") of its common stock, par value $.001 per share (the "Common Stock"), for the Series A Warrant held by IDI representing the right to acquire 3,914,882 shares of Common Stock, and to exchange 1,403,882 shares (the "Remaining Shares") of Common Stock for such portion of the Series B Warrant held by IDI equal to the right to acquire 1,867,029 shares of Common Stock. Reference is further made to the fact that certain holders of SOV warrants (the "Qualified Warrants"), including IDI, may be entitled to exchange such Qualified Warrants for a pro rata portion of the Remaining Shares.
RECITALS --------Fourth Amendment to Bridge Note • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design • California
STYLES ON VIDEO, INC. 667 RANCHO CONEJO BOULEVARD NEWBURY PARK, CALIFORNIA 91320Note and Preferred Stock Purchase Agreement • March 24th, 1997 • Styles on Video Inc • Services-computer integrated systems design
Reference is made to that certain Note and Preferred Stock Purchase Agreement (the "Purchase Agreement") dated May 14, 1996 by and among Styles on Video, Inc. ("SOV"), a Delaware corporation, Forever Yours, Inc. ("FYI"), a California corporation, and International Digital Investors, L.P. ("IDI"), a Delaware limited partnership, which provides for the purchase of certain promissory notes, preferred stock and warrants of SOV in accordance with certain terms and conditions contained therein. Each of the parties to said Purchase Agreement have agreed to increase the principal amount of funds borrowed under the Purchase Agreement in accordance with that certain Letter Agreement dated November 21, 1996 among IDI, SOV and FYI.
