Standard Contracts
MERRIMAN CURHAN FORD & CO. ADVISORY AGREEMENTAdvisory Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
Merriman Curhan Ford & Co. (“MCF”) is pleased to act as financial advisor to Mamma.com, Inc. (the “Company”). We will provide financial and capital market advisory services to the Company which may include: (i) review of financial statements and non-public internal business plans, (ii) evaluation of strategic alternatives based on Company objectives and MCF industry expertise, (iii) advice on appropriate capital structure and strategies to achieve maximum return to shareholders and (iv) sponsorship for and introductions to institutional investors. The purpose of this letter is to memorialize the terms of our engagement by the Company.
CONSULTING AGREEMENT AGREEMENT ENTERED INTO AT THE CITY OF MONTREAL, PROVINCE OF QUEBEC, THIS 30th DAY OF OCTOBER, 2001Consulting Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: INTASYS CORPORATION, a corporation duly incorporated according to law, having a place of business in the Province of Quebec, herein acting and represented by David Perez and Daniel Bertrand duly authorized for the purposes hereof as they hereby declare (hereinafter referred to as the "CORPORATION"),
INTASYS CORPORATION AMENDED SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Ontario
THE SECURITIES TO BE ISSUED PURSUANT TO THIS SECURITIES PURCHASE AGREEMENT (THE "AGREEMENT") HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THIS AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES TO BE SOLD PURSUANT TO THIS AGREEMENT IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED TO ANY U.S. PERSON, AS DEFINED IN REGULATION S, OR ANY PERSON IN THE UNITED STATES, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF T
AMENDED PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Ontario
THIS AMENDED PRIVATE PLACEMENT AGREEMENT ("Agreement") made effective as of this 30th day of October, 2002 by and between Intasys Corporation ("Intasys"), an Ontario, Canada corporation having its principal office at 388 rue St. Jacques, Montreal, Quebec, Canada, H2Y 1S1, and Lines Overseas Management Limited ("Lines"), a Bermudan corporation having its principal office at 27 Reid Street, Hamilton, HM 11, Bermuda.
CONSULTING AGREEMENTConsulting Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
INTASYS CORPORATION, a corporation incorporated Under the laws of Canada (hereinafter referred to as the "Company") -and- SAM LUFT, of the City of Montreal, in the Province of Quebec (hereinafter referred to as the "Consultant")
ContractInvestment Banking Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • New York
David Goldman Chairman and CEO Intasys Corporation 388 St. Jacques Street West 8th Floor Montreal, Quebec H2Y 1S1 Dear Mr. Goldman:
MAMMA.COM INC. AND ZAQ INTERACTIVE SOLUTIONS INC. AND ZAQ INC. ASSET PURCHASE AGREEMENT NOVEMBER 27, 2002Asset Purchase Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: ZAQ INTERACTIVE SOLUTIONS INC., a corporation duly incorporated according to the laws of Canada, herein represented by Yves Simard, its duly authorized representative, as he so declares (hereinafter referred to as "ZAQ")
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 27th, 2004 • Mamma Com Inc • Radiotelephone communications • Quebec
This Asset Purchase Agreement (the “Agreement”) is entered into as of January 27, 2004 by and among ACE*COMM Corporation, a corporation organized under the laws of Maryland, USA (“Buyer”), ACE*COMM Solutions Australia Pty Limited ABN 95 107 588 938, a company registered under the Australian Corporations Act 2001 (Cth) (“ACE Australian Subsidiary”), Solutions ACE*COMM Corporation (“ACE Canadian Subsidiary”), Mamma.com Inc. (f/k/a Intasys Corporation), a company organized under the laws of the Province of Ontario, Canada (“Mamma.com”), and the wholly owned subsidiaries of Mamma.com that are signatories to this Agreement (referred to hereinafter as the “Mamma.com Subsidiaries,” together with Mamma.com, “Sellers”).
