SECURITIES EXCHANGE AND PURCHASE AGREEMENT Dated as of September 30, 2003 Among VitalStream Holdings, Inc. and The Purchasers Referred to HereinSecurities Exchange and Purchase Agreement • October 14th, 2003 • Vitalstream Holdings Inc • Services-business services, nec • Nevada
This SECURITIES EXCHANGE AND PURCHASE AGREEMENT, dated as of September 30, 2003 (this "Agreement"), by and among VitalStream Holdings, Inc., a Nevada corporation ("VitalStream"), and the Persons listed on Annex 1 or Annex 2 attached hereto (such Persons shall be collectively referred to herein as the "Purchasers" and individually as a "Purchaser"). Unless otherwise indicated herein, capitalized terms used in this Agreement have the meanings set forth in Section 1 of this Agreement.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Dated as of September 30, 2003 Among VitalStream Holdings, Inc., and the Common Stockholders, Preferred Stockholders, Convertible Noteholders and Warrant Holders of VitalStream Holdings, Inc. Referred to...Investor Rights Agreement • October 14th, 2003 • Vitalstream Holdings Inc • Services-business services, nec • Nevada
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of September 30, 2003 (this "Agreement"), is by and among VitalStream Holdings, Inc. a Nevada corporation (the "Company"), the holders of Common Stock listed on the Schedule of Common Stockholders attached hereto (including such other holders of Common Stock who may from time to time become parties hereto after the date hereof and be listed on the Schedule of Common Stockholders) (the "Common Stockholders"), the holders of shares of Series A Preferred and Series B Preferred listed on the Schedule of Preferred Stockholders attached hereto (including such other holders of Series A Preferred and Series B Preferred who may from time to time become parties hereto after the date hereof and be listed on the Schedule of Preferred Stockholders) (the "Preferred Stockholders"), the holders of Amended and Restated Notes listed on the Schedule of Convertible Noteholders attached hereto (including such other holders of Amended and Restate
AMENDED AND RESTATED GUARANTYGuaranty • October 14th, 2003 • Vitalstream Holdings Inc • Services-business services, nec • New York
This AMENDED AND RESTATED GUARANTY is entered into as of September 30, 2003 by VitalStream, Inc., a Delaware corporation ("VitalStream" or a "Guarantor") and VitalStream Broadcasting Corporation, a Nevada corporation ("VitalStream Broadcasting" or a "Guarantor" and collectively, together with VitalStream and any future guarantors executing this Guaranty, the "Guarantors") in favor of and for the benefit of the Beneficiaries (as defined below).
AMENDED AND RESTATED REGISTRATION AGREEMENT Dated as of September 30, 2003 Among VitalStream Holdings, Inc. and the Common Stockholders, Preferred Stockholders, Convertible Noteholders and Warrant Holders of VitalStream Holdings, Inc. Referred to HereinAmended and Restated Registration Agreement • October 14th, 2003 • Vitalstream Holdings Inc • Services-business services, nec • Nevada
This AMENDED AND RESTATED REGISTRATION AGREEMENT, dated as of September 30, 2003 (this "Agreement"), by and among VitalStream Holdings, Inc., a Nevada corporation (the "Company"), the holders of Common Stock listed on the Schedule of Common Stockholders attached hereto (including such other holders of Common Stock who may from time to time become parties hereto after the date hereof and be listed on the Schedule of Common Stockholders) (the "Common Stockholders"), the holders of Preferred Stock listed on the Schedule of Preferred Stockholders attached hereto (including such other holders of Preferred Stock who may from time to time become parties hereto after the date hereof and be listed on the Schedule of Preferred Stockholders) (the "Preferred Stockholders"), the holders of Convertible Notes listed on the Schedule of Convertible Noteholders attached hereto (including such other holders of Convertible Notes who may from time to time become parties hereto after the date hereof and be
AMENDED AND RESTATED SECURITY AGREEMENTIntercreditor Agreement • October 14th, 2003 • Vitalstream Holdings Inc • Services-business services, nec
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement") is made as of this 30th day of September, 2003, by and between VITALSTREAM HOLDINGS, INC. ("Parent"), a Nevada corporation, and its wholly owned subsidiaries VITALSTREAM, INC. ("VitalStream Subsidiary"), a Delaware corporation and VITALSTREAM BROADCASTING CORPORATION ("Broadcasting"), a Nevada corporation (collectively, as to Parent, VitalStream Subsidiary, Broadcasting and any of their direct and indirect Subsidiaries, "Debtor"), on the one hand, and DOLPHIN COMMUNICATIONS PARTNERS, L.P., a Delaware limited partnership ("Secured Party"), as agent for, and representative of, the holders ("Lenders") of the Notes (as defined below) of Parent, on the other hand.
