REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
This Stock Pledge Agreement (this “Agreement”), dated as of January 27, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Impart Media Group, Inc., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. IMPART MEDIA GROUP, INC. and IMPART, INC. Dated: January 27, 2006Security Agreement • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
This Security Agreement is made as of January 27, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), Impart Media Group, Inc., a Nevada corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractWarrant Agreement • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IMPART MEDIA GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSIDIARY GUARANTYSubsidiary Guaranty • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Impart Media Group, Inc., a Nevada corporation (the “Parent”) and Impart, Inc., a Washington corporation (“Impart” and together with the Parent, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or o
ContractSecured Non-Convertible Revolving Note • February 1st, 2006 • Impart Media Group Inc • Services-management services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IMPART MEDIA GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
