CUSTOMER ACQUISITION NETWORK HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
This Director and Officer Indemnification Agreement, dated as of August ___, 2007 (this “Agreement”), is made by and between Customer Acquisition Network Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Indemnitee”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 28, 2007, by and among CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (“Parent”), CAN ACQUISITION SUB, INC., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and CUSTOMER ACQUISITION NETWORK, INC., a Delaware corporation (the “Company”).
OUTSIDERS ENTERTAINMENT, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of August, 2007 (the “Grant Date”), is between Outsiders Entertainment, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Outsiders Entertainment, Inc. 2007 Equity Incentive Plan (the “Plan”).
OUTSIDERS ENTERTAINMENT, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the _ day of August, 2007 (the “Grant Date”), is between Outsiders Entertainment, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a [choose one] [key employee, director, advisor and/or consultant] of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Outsiders Entertainment, Inc. 2007 Equity Incentive Plan (the “Plan”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2007, is made by and between Customer Acquisition Network Holdings, Inc., a Delaware corporation (“Seller”), and Brian D. Wolff (“Buyer”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
This Employment Agreement (the “Agreement”) is made as of the 28th day of June, 2007, by and between, Customer Acquisition Network, Inc., a company organized under the laws of the State of Delaware (the “Company”), and Bruce Kreindel (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., CUSTOMER ACQUISITION NETWORK, INC. DESKTOP ACQUISITION SUB, INC., DESKTOP INTERACTIVE, INC., MICHAEL KATZ, BRANDON GUTTMAN and STEPHEN GUTTMAN, Dated as of August...Merger Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
This Agreement and Plan of Merger is entered into as of August 31, 2007, by and among CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (“Parent”); CUSTOMER ACQUISITION NETWORK, INC. a Delaware corporation (“CAN”), DESKTOP ACQUISITION SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”); DESKTOP INTERACTIVE, INC., a Delaware corporation (the “Company”); MICHAEL KATZ, BRANDON GUTTMAN and STEPHEN GUTTMAN, the holders of all of the capital stock of the Company (each individually a “Stockholder” and collectively, the “Stockholders”). Parent, CAN, Buyer, Company and the Stockholders are each a “party” and together are “parties” to this Agreement.
CONSULTING AGREEMENTConsulting Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
CUSTOMER ACQUISITION NETWORK, INC., a Delaware corporation, with an address of 595 South Federal Highway, Suite 600, Boca Raton, Florida 33431
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of September 4, 2007, by Customer Acquisition Network Holdings, Inc., a Delaware corporation (“Assignor”), and Outsiders Entertainment Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
Customer Acquisition Network, Inc. Boca Raton, Florida 33432 Attention: Michael Brauser, President Dear Sir:Employment Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production
Reference is made to that certain Employment Agreement (the “Employment Agreement”), of even date herewith, by and between Customer Acquisition Network, Inc., a Delaware corporation (the “Company”), and the undersigned. In connection with the undersigned’s execution of the Employment Agreement, the Company shall grant the undersigned ______________ shares (the “Executive Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). In consideration of the grant of the Executive Shares, the undersigned hereby agrees as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Customer Acquisition Network, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of up to 3,000,000 shares of common stock (the “Shares”), or $3,000,000, at a purchase price of $1.00 per Share.
Customer Acquisition Network, Inc.Selling Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • Delaware
The undersigned, Customer Acquisition Network Inc., a Delaware corporation ("Corporation"), by this letter confirms its agreement (the "Agreement") with WFG Investments, Inc., a Texas Corporation (the "Broker-Dealer"), regarding the Broker-Dealer acting as a placement agent in connection with an offering of up to 3 million shares of common stock (as may be increased or decreased by the Board of Directors of the Corporation in its sole discretion (the “Shares”), at a purchase price of $1.00 per Share (the “Private Placement”) under the terms set forth in those certain Subscription Agreements, in the form attached hereto as Exhibit A, and all exhibits and supplements thereto (the "Offering Materials") prepared by Corporation and delivered to you for distribution to the offerees. The Shares are to be offered on a "Best Efforts " basis with respect to all Shares. The Shares will be offered and sold in accordance with 17 CFR 203.506 ("Rule 506"), promulgated under Regulation D of the Securi
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2007 • Customer Acquisition Network Holdings, Inc. • Services-allied to motion picture production • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 31st day of August, 2007, by and between CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation with offices at 401 E. Las Olas Boulevard, Suite 1560, Fort Lauderdale, Florida 33301 (the “Corporation”), and Michael Katz, an individual residing at 310 E. 53rd Street, Suite 11A, New York, New York 10022 (the “Executive”), under the following circumstances:
