ARTICLE I --------- DEFINITIONS -----------Stock Purchase Agreement • August 15th, 2001 • Murdock Communications Corp • Telegraph & other message communications
ARTICLE 1Stockholders Agreement • August 22nd, 2000 • Murdock Communications Corp • Telegraph & other message communications • New York
1 EXHIBIT 10.47 ASSET PURCHASE AGREEMENT Date: December 13, 1996 Parties: Interactive Communications Inc. ("ICI" or "Seller") 7502 Greenville Ave. Suite 300 Dallas, Texas 75231 Murdock Communications Corporation ("MCC" or "Buyer") 1112 29th Ave. S.W....Asset Purchase Agreement • April 23rd, 1997 • Murdock Communications Corp • Telegraph & other message communications • Iowa
RECITALSSecurity Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications
Exhibit 10.57 TERMINATION AGREEMENT Polar Molecular Corporation (the "Company") and APS Financial Corporation ("APSF") hereby enter into this Termination Agreement (this "Termination") as of this 1st day of November, 2001. 1. APSF and the Company are...Termination Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications
Exhibit 10.28 MUTUAL SETTLEMENT AGREEMENT AND RELEASE This Mutual Settlement Agreement and Release ("Settlement Agreement") is entered into between John S. Rance, Steven E. Rance, Robert M. Upshaw, and Fernando Ficachi (referred to hereinafter as the...Settlement Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications • Iowa
PROMISSORY NOTE (LONG-TERM NOTE)Promissory Note • November 7th, 1997 • Murdock Communications Corp • Telegraph & other message communications
RECITALSSecurity Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications
AGREEMENTMerger Agreement • November 19th, 2002 • Murdock Communications Corp • Telegraph & other message communications
RECITALSInvestment Agreement • August 16th, 1999 • Murdock Communications Corp • Telegraph & other message communications
RECITALSInvestors' Rights Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications • Texas
WITNESSETHEmployment Agreement • April 1st, 1999 • Murdock Communications Corp • Telegraph & other message communications • Texas
EXHIBIT 10.32 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of June 21, 1999 by and among MURDOCK COMMUNICATIONS CORPORATION, an Iowa corporation, and each of the Persons listed on Schedule 1 hereto (each a "Purchaser" and,...Registration Rights Agreement • July 2nd, 1999 • Murdock Communications Corp • Telegraph & other message communications • New York
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT and CONSENT TO PERMITTED TRANSFEREES BY SERIES E HOLDERS This First Amendment to Stockholders Agreement (this "First Amendment"), dated as of June 13, 2000, by and among (i) Actel Integrated Communications,...Stockholders Agreement • August 22nd, 2000 • Murdock Communications Corp • Telegraph & other message communications
AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of July 25, 2001, by and among Informed Care, Inc., a privately owned Florida corporation ("ICI"), Hometown Info, Inc., a privately owned...Reorganization Agreement • August 15th, 2001 • Murdock Communications Corp • Telegraph & other message communications • Delaware
andOption Agreement • May 18th, 1999 • Murdock Communications Corp • Telegraph & other message communications • Texas
June 24, 2003 Mr. Eugene Davis, CEO Pirinate Consulting Group, L.L.C. 5 Canoe Brook Drive Livingston, NJ 07039 RE: LETTER AGREEMENT: SECOND AMENDMENT TO COMPENSATION AGREEMENT, EFFECTIVE DATE AUGUST 1, 2002 Dear Mr. Davis: Reference is made to the...Compensation Agreement • June 30th, 2003 • Murdock Communications Corp • Telegraph & other message communications
FIRST ADDENDUM TO THE AGREEMENT AND PLAN OF REORGANIZATION THIS ADDENDUM TO THE AGREEMENT AND PLAN OF REORGANIZATION (the "Addendum") is made as of August 10, 2001, by and among Informed Care, Inc., a privately owned Florida corporation ("ICI"),...Agreement and Plan of Reorganization • August 15th, 2001 • Murdock Communications Corp • Telegraph & other message communications
WAIVER AND FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT ----------------------------------------------------------------- THIS WAIVER AND FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT (the "Amendment"), dated as of December 17,...Note and Warrant Purchase Agreement • March 30th, 2000 • Murdock Communications Corp • Telegraph & other message communications
1 Exhibit 2.3 ===================================================================== STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 7th, 1997 • Murdock Communications Corp • Telegraph & other message communications • Iowa
RECITALStock Purchase Agreement • November 7th, 1997 • Murdock Communications Corp • Telegraph & other message communications
RECITALSPlacement Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications • Iowa
RECITALSSecurity Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications
RECITALEmployment Agreement • April 1st, 1999 • Murdock Communications Corp • Telegraph & other message communications • Iowa
PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is dated for reference purposes on June 23, 2000 and is by and between MURDOCK COMMUNICATIONS CORPORATION, an Iowa corporation, (hereinafter "Murdock") and MCC ACQUISITION CORPORATION, an Iowa...Purchase Agreement • August 30th, 2000 • Murdock Communications Corp • Telegraph & other message communications • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 2nd, 1998 • Murdock Communications Corp • Telegraph & other message communications • Iowa
RECITALSStock Option Agreement • May 18th, 1999 • Murdock Communications Corp • Telegraph & other message communications
Date: , 2003 -------- Polar Molecular Corporation Murdock Communications Corporation 4600 S. Ulster Street MCC Merger Sub Corporation Suite 900 701 Tama Street Denver, Colorado 80237 Marion, Iowa 52302Lockup Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications
This letter is being delivered to you in connection with the proposed merger (the "Merger") of MCC Merger Sub Corporation ("Merger Sub") with and into Polar Molecular Corporation ("Polar") pursuant to the terms of the Agreement and Plan of Merger dated as of December 19, 2001, as amended, among Murdock Communications Corporation ("Murdock"), Merger Sub and Polar (the "Merger Agreement"). Defined terms used herein and not otherwise defined herein shall have the respective meanings given them in the Merger Agreement. Pursuant to the terms of the Merger Agreement, certain holders of the common stock, par value $.0001 per share, of Polar (the "Polar Common Stock") currently outstanding are required to enter into this agreement with respect to all or a portion of their shares of Polar Common Stock (which shares shall be converted into shares of Polar Molecular Holding Corporation (as successor to Murdock, "Holding") at the effective time of the Merger ("Holding Common Stock")).
NEITHER THIS NOTE, NOR THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES ACT, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR...Convertible Note Agreement • August 22nd, 2000 • Murdock Communications Corp • Telegraph & other message communications • Iowa
WITNESSETH:License Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications
1 EXHIBIT 10.6 AMENDMENT TO AT&T MANAGEMENT COMPANY COMMISSION AGREEMENT The AT&T Management Company Commission Agreement entered into as of January 16, 1997 ("Agreement"), between AT&T Corp. ("AT&T") and MURDOCK COMMUNICATIONS CORPORATION ("Agent")...Commission Agreement • April 1st, 1999 • Murdock Communications Corp • Telegraph & other message communications
RECITALStock Purchase Agreement • November 7th, 1997 • Murdock Communications Corp • Telegraph & other message communications
WITNESSETH:Stock Purchase Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications • Michigan
AGREEMENT AND PLAN OF MERGER BY AND AMONG MURDOCK COMMUNICATIONS CORPORATION MCC MERGER SUB CORPORATIONMerger Agreement • December 26th, 2001 • Murdock Communications Corp • Telegraph & other message communications • Delaware
Exhibit 10.37 POLAR MOLECULAR CORPORATION PURCHASE AGREEMENT October 25, 2001 Polar Molecular Corporation 4600 S. Ulster St., Suite 700 Denver, Colorado 80237 Fax: (303) 804-3825 Gentlemen and Ladies: 1. Purchase. This Purchase Agreement (this...Purchase Agreement • February 13th, 2003 • Murdock Communications Corp • Telegraph & other message communications • Colorado
