Ads Media Group Inc Sample Contracts

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ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ACQUIRED CORPORATION
Plan and Agreement of Exchange • February 9th, 2001 • National Health & Safety Corp • Services-misc health & allied services, nec
EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 2006 • Ads Media Group Inc • Services-direct mail advertising services • Texas

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of June __, 2006 (the "Effective Date"), by and between Alternative Delivery Solutions, Inc., a Texas corporation ("Company"), and James D. (Jim) Schell, ("Employee").

ADS MEDIA GROUP, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • October 31st, 2006 • Ads Media Group Inc • Services-direct mail advertising services • Texas

This Nonstatutory Stock Option Agreement ("Agreement") is made as of October 25, 2006, between ADS Media Group, Inc., a Utah corporation, (the "Company"), and James D. Schell ("Optionee").

* * * * STOCK EXCHANGE AGREEMENT by and between National Health & Safety Corp. and Alternative Delivery Solutions, Inc. And Clark R. Doyal James D. Schell Greg Danna Jim and Vickie Foster, JTWROS George Pjura ADS Equity Partners, LP Charles M. Preston...
Stock Exchange Agreement • January 6th, 2003 • National Health & Safety Corp • Services-misc health & allied services, nec • Texas

This Stock Exchange Agreement, dated as of October 7, 2002 (this "Agreement"), is made and entered into by and between National Health & Safety Corp., a Utah corporation, having its principal office at 3811 Bee Cave Road, Suite 210, Austin, Texas 78746 (“NHLT” or the "Company"), Alternative Delivery Solutions, Inc., a Texas corporation, having its principal offices at 10942 Wye Drive; Suite 203, San Antonio, Texas ("ADS"), Clark R. Doyal, James D. Schell, Greg Danna, Jim and Vickie Foster, JTWROS, George Pjura, ADS Equity Partners, LP, Charles M. Preston, Clyde J. Berg, Austin Capital, LLC and DoorDrop, LP (known collectively as “ADS Shareholders”).

STOCK OPTION AGREEMENT
Stock Option Agreement • February 14th, 2007 • Ads Media Group Inc • Services-direct mail advertising services • Texas

This Stock Option Agreement (this "Option Agreement") is entered as of June 16, 2006, between ADS Media Group, Inc. (the "Company"), and Clark R. "Dub" Doyal (the "Holder").

Management Services Consulting Agreement with Austin Capital, LLC
Management Services Consulting Agreement • March 28th, 2006 • Ads Media Group Inc • Services-misc health & allied services, nec • Texas

This Management Services Consulting Agreement is entered into and effective as of March 1, 2003 (the "Effective Date"), by and between Austin Capital, LLC, a Texas limited liability company ("Consultant"), and ADS Media Group, Inc., a Utah corporation, ("Company").

NEW BENEFITS, INC. 13748 Neutron Road, Dallas, Texas 75244 800-800-8304 972-404-8192 Fax 972-991-5218 COMMISSION AGREEMENT
Commission Agreement • January 29th, 2002 • National Health & Safety Corp • Services-misc health & allied services, nec • Texas

This agreement entered into this 4th day of May, 2001, by and between New Benefits, Incorporated, (hereinafter referred to as "NBI") whose principal mailing address is 13748 Neutron Rd., Dallas, Texas 75244, and National Health & Safety Corporation, (hereinafter called Independent Contractor or NHLT) whose principal business address is 3811 Bee Cave Road, Suite 210, Austin, Texas, 78746.

NEW BENEFITS, INC. 13748 Neutron Road, Dallas, Texas 75244 800-800-8304 972-404-8192 Fax 972-991-5218 Marketing Agreement National Health & Safety Corporation and New Benefits, Inc. May 31, 2001
Marketing Agreement • January 29th, 2002 • National Health & Safety Corp • Services-misc health & allied services, nec • Texas

This agreement entered into this 31st day of May, 2001, by and between New Benefits, Incorporated, (hereinafter referred to as "NBI") whose principal mailing address is 13748 Neutron Rd., Dallas, Texas 75244, and National Health & Safety Corporation, (hereinafter referred to as "Company") whose principal business address is 3811 Bee Cave Road, Suite 210, Austin, Texas 78746.

AMENDED AND RESTATED COMMON STOCK AND WARRANT PURCHASE AGREEMENT for the purchase of 31,405,304 Shares of Common Stock and Warrants to Purchase 6,281,062 Shares of Common Stock of ADS MEDIA GROUP, INC. June 16, 2006 As Amended and Restated on October...
Common Stock and Warrant Purchase Agreement • October 31st, 2006 • Ads Media Group Inc • Services-direct mail advertising services • Texas

THIS AMENDED AND RESTATED COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this "Agreement"), first dated 16th day of June, 2006, as amended and restated on October 25, 2006, is by and among ADS Media Group, Inc., a Utah corporation (the "Company"), Clark R. "Dub" Doyal and James D. "Jim" Schell (each, a "Principal Shareholder" and collectively, the "ADS Principal Shareholders"), Roaring Fork Capital SBIC, L.P., a Delaware limited partnership ("Roaring Fork"), and Charter ADS Media, L.P. ("Charter"), a Texas limited partnership (each individually a "Purchaser" and collectively, the "Purchasers"). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

ADDENDUM TO AMENDED AND RESTATED COMMON STOCK AND WARRANT PURCHASE AGREEMENT of ADS Media Group, Inc.
Common Stock and Warrant Purchase Agreement • October 31st, 2006 • Ads Media Group Inc • Services-direct mail advertising services • Texas

This Addendum (the "Addendum") to the Amended and Restated Common Stock and Warrant Purchase Agreement of ADS Media Group, Inc. (the "Company"), first dated June 16, 2006 (the "Agreement"), is entered on October 25, 2006, by and between the Company, Charter Venture Partners, LP ("Charter Venture"), and the Company's directors, Clark R. Doyal, James D. Schell, Gary Davis and Bryan T. Forman (together, the "Directors").

* * * * AMENDMENT NO. 2 TO STOCK EXCHANGE AGREEMENT by and between National Health & Safety Corp. and Alternative Delivery Solutions, Inc. And Clark R. Doyal James D. Schell Greg Danna Jim and Vickie Foster, JTWROS George Pjura ADS Equity Partners, LP...
Stock Exchange Agreement • December 30th, 2002 • National Health & Safety Corp • Services-misc health & allied services, nec • Texas

This Amendment No. 2 (this “Amendment”) is made as of December 27, 2002 with reference to that certain Stock Exchange Agreement dated as of October 7, 2002 (the "Agreement"), by and among National Health & Safety Corp., a Utah corporation, having its principal office at 3811 Bee Cave Road, Suite 210, Austin, Texas 78746 (“NHLT” or the "Company"), Alternative Delivery Solutions, Inc., a Texas corporation, having its principal offices at 10942 Wye Drive; Suite 203, San Antonio, Texas ("ADS"), Clark R. Doyal, James D. Schell, Greg Danna, Jim and Vickie Foster, JTWROS, George Pjura, ADS Equity Partners, LP, Charles M. Preston, Clyde J. Berg, Austin Capital, LLC and DoorDrop, LP(known collectively as “ADS Shareholders”). Unless otherwise indicated herein, capitalized terms used in this Amendment without definition shall have the respective meanings specified in the Agreement.

Amendment to Management Services Consulting Agreement between National Health & Safety Corporation And First Advisors, Inc.
Management Services Consulting Agreement • January 29th, 2002 • National Health & Safety Corp • Services-misc health & allied services, nec

On November 1, 2001, First Advisors, Inc., a Texas corporation (the "Consultant"), and National Health & Safety Corporation, a Utah corporation, (the "Company") agreed to this Amendment to Schedule B of the Management Services Consulting Agreement of May 1, 2001.

Amendment to Management Services Consulting Agreement between National Health & Safety Corporation And First Advisors, Inc.
Management Services Consulting Agreement • April 26th, 2002 • National Health & Safety Corp • Services-misc health & allied services, nec

On November 1, 2001, First Advisors, Inc., a Texas corporation (the “Consultant”), and National Health & Safety Corporation, a Utah corporation, (the “Company”) agreed to this Amendment to Schedule B of the Management Services Consulting Agreement of May 1, 2001.

Management Services Consulting Agreement with First Advisors, Inc.
Management Services Consulting Agreement • April 15th, 2002 • National Health & Safety Corp • Services-misc health & allied services, nec • Texas

This Management Services Consulting Agreement is entered into as of May 1, 2001 (the “Effective Date”), by and between First Advisors, Inc., a Texas corporation (“Consultant”), and National Health & Safety Corporation, a Utah corporation, (“Company”).

Renewal and Extension of Management Services Consulting Agreement with First Advisors, Inc.
Management Services Consulting Agreement • April 15th, 2002 • National Health & Safety Corp • Services-misc health & allied services, nec

On April 10, 2002, First Advisors, Inc., a Texas corporation (the “Consultant”), and National Health & Safety Corporation, a Utah corporation, (the “Company”) agreed to this Renewal and Extension to the Management Services Consulting Agreement of May 1, 2001.

First Amendment to Common Stock and Warrant Purchase Agreement
Common Stock and Warrant Purchase Agreement • April 2nd, 2007 • Ads Media Group Inc • Services-direct mail advertising services

WHEREAS, ADS Media Group, Inc. (the "Company"), Clark R. "Dub" Doyal and James D "Jim" Schell (the "Principal Shareholders"), Roaring Fork Capital SBIC, L.P. and Charter ADS Media, L.P. ("Charter") (each individually a "Purchaser" and collectively, the "Purchasers"), entered into an Amended and Restated Common Stock and Warrant Purchase Agreement, as amended and restated on October 25, 2006 (the "Agreement"); and

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 28th, 2006 • Ads Media Group Inc • Services-misc health & allied services, nec

This Second Amendment to Lease Agreement is made effective the 1st day of January, 2004, by and between CADENA ENTERPRISES, INC. ("Landlord") and ALTERNATIVE DELIVERY SOLUTIONS, INC. ("Tenant").

WARRANT AGREEMENT
Warrant Agreement • April 15th, 2003 • Ads Media Group Inc • Services-misc health & allied services, nec • Utah

The undersigned, being President of ADS Media Group, Inc. (the "CORPORATION"), a corporation organized and existing under the Revised Business Corporation Act of the State of Utah, hereby certifies that, pursuant to the Stock Exchange Agreement (the "STOCK AGREEMENT"), the Corporation hereby executes this Warrant Agreement (the "AGREEMENT") establishing Warrants as described below:

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