REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 24, 2007, between Impart Media Group, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT IMPART MEDIA GROUP, INC.Security Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Impart Media Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2007 between Impart Media Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
6% CONVERTIBLE DEBENTURE DUE MAY __, 2009Convertible Security Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 6% Convertible Debentures of Impart Media Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at 1300 North Northlake Way, Seattle, Washington 98103, designated as its 6% Convertible Debenture due May __, 2009 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SUBORDINATION AGREEMENTSubordination Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 24th day of May, 2007, by and among the signatories hereto (collectively, the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Security Agreement referred to below.
Re: Securities Purchase Agreement, dated as of May 24, 2007 (the “Purchase Agreement”), between Impart Media Group, Inc., a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)Lock-Up Agreement • May 25th, 2007 • Impart Media Group Inc • Services-management services • New York
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives perso
