Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.4 SOFTWAVE MEDIA EXCHANGE, INC. REGISTRATION RIGHTS AGREEMENT July 26, 2006 TABLE OF CONTENTSRegistration Rights Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Exhibit 10.13 ADVISORY AGREEMENTAdvisory Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This will confirm the engagement of Vista Development, LLC ("VISTA"), by Soft Wave Media, Inc. (the "COMPANY"), on the terms and subject to the conditions of this Agreement, to act as financial advisor to the Company.
Lock-Up Agreement ----------------- The undersigned is the beneficial owner of shares of common stock, $0.01 par value per share (the "COMMON STOCK") of SWMX, Inc., a Delaware corporation (the "COMPANY"). Such securities owned by the undersigned are...Lock-Up Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels)
Exhibit 10.14 STOCK REDEMPTION AGREEMENT STOCK REDEMPTION AGREEMENT, made and entered into as of July 26, 2006 (the "Agreement"), by and between the undersigned along with certain individual shareholders (the "Seller"), and SWMX, Inc., a Delaware...Stock Redemption Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
Exhibit 10.12 EMPLOYMENT AGREEMENT Agreement made as of May 1, 2006 by and between SoftWave Media Exchange, Inc., a Delaware corporation (the "Company"), and James Caci (the "Executive"). WHEREAS, the Company desires to employ the Executive, and the...Employment Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.11 EMPLOYMENT AGREEMENT Agreement made this 30th day of January, 2006 by and between Soft Wave Media, Inc., a Delaware corporation (the "Company"), and [Bill] Figenshu (the "Executive"). WHEREAS, the Company desires to employ the Executive,...Employment Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.9 EMPLOYMENT AGREEMENT Agreement made this 19th day of January, 2006 by and between Soft Wave Media, Inc., a Delaware corporation (the "Company"), and Charles Omphalius (the "Executive".) WHEREAS, the Company desires to employ the...Employment Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Exhibit 10.5 STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of January 19, 2006, is by and among Soft Wave Media, Inc., a Delaware corporation (the "CORPORATION"), each of the holders of the...Stockholder and Registration Rights Agreement • July 27th, 2006 • Edgemont Resources Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
