1 EXHIBIT 2.6 ESCROW AGREEMENT This agreement made and entered this 1st day of May 1998 by and between Next Generation Media Corp., of 900 North Stafford Street, Suite 2003, Arlington, Virginia 22203 (hereinafter "Seller") and T.C. Equities, Ltd., of...Escrow Agreement • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories
73 3 statutory period of limitations applicable to any federal or state income tax return for any period. Additionally, Seller hereby assumes and represents the Representations and Warranties of Seller as set forth in paragraph 2 of the Asset Purchase...Stock Purchase Agreement • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories • New York
April 30, 1998 Via Facsimile Mr. Vance M. Arnold Renaissance Capital Group, Inc. Mr. Goodhue Smith The Duncan-Smith Co. c/o Vincent Slusher, Esq. Snell, Brannian & Trent 8160 North Central Expressway, Suite 1800 Dallas, Texas 75208 c/o Matthew Clary,...Letter Agreement • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories
STOCK PURCHASE AGREEMENT AND PLAN OF MERGER UNICO INC., UNITED MARKETING SOLUTIONS INC., NEXT GENERATION MEDIA CORP. and UNITED MARKETING MERGER CORP. 20 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories • Virginia
1 EXHIBIT 2.5 BILL OF SALE AND GENERAL RELEASE For good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and pursuant to a letter agreement, dated as of March 18, 1998 and amended by letter as of April 30, 1998 (the...Bill of Sale • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories
54 2 Agreement, in reliance upon the representations, warranties and agreements of Seller and Seller's Associates contained herein, and in consideration of the aforesaid sale, assignment and delivery of the Shares, Purchaser shall at the Closing (as...Stock Purchase and Shareholders Agreement • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories • Virginia
1 EXHIBIT 2.8 SECURITIES SUBSCRIPTION AGREEMENT THIS SECURITIES SUBSCRIPTION AGREEMENT dated as of May 4,1998 (the "Agreement"), is executed in reliance upon the exemption from registration afforded by Rule 505 of Regulation D ("Regulation D") as...Securities Subscription Agreement • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories • New York
9 2 acquisition by Buyer of all of the outstanding shares of United (the "United Purchase"). The closing will be at Washington, D.C. at a time selected by the Buyer and the Sellers' representatives upon execution of the definitive agreement. The Buyer...Acquisition Agreement • May 26th, 1998 • Next Generation Media Corp • Electronic components & accessories
