INDEMNIFICATION AGREEMENTIndemnification Agreement • May 5th, 2004 • PRN Corp • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 2004, between PRN CORPORATION, a Delaware corporation (the “Corporation”), and [Name] (“Indemnitee”),
RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 5th, 2004 • PRN Corp • Delaware
THIS RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of August 14, 2001, by and among PRN Corporation, a Delaware corporation (the “Company”), certain holders of the Company’s stock as set forth herein (individually reference herein as the “Holder” and collectively as the “Holders”), including Jeffrey M. Cohen, the founder of the Company (the “Founder”) and Jeffrey M. Cohen and Associates, Inc., a Delaware corporation controlled by the Founder (“JMCA”).
CLASS A COMMON STOCK PURCHASE WARRANTWarrant Agreement • May 5th, 2004 • PRN Corp • Delaware
THIS WARRANT AND THE SHARES OF CLASS A COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.
AGREEMENT OF SUBLEASESublease Agreement • May 5th, 2004 • PRN Corp • California
QORVIS MEDIA GROUP, INC. WARRANT TO PURCHASE SERIES C PREFERRED STOCKWarrant Agreement • May 5th, 2004 • PRN Corp • Delaware
This warrant (“Warrant”) certifies that for value received ALLEN & COMPANY INCORPORATED or registered assigns (the “Holder”) has the right to purchase, at any time on or before the Expiration Date (hereinafter defined) up to 650,000 shares of Series C Preferred Stock, $.01 par value (“Preferred Stock”), of Qorvis Media Group, Inc., a Delaware corporation (the “Company”), at a purchase price of $8.50 per share of Preferred Stock in lawful money of the United States of America in cash or by certified or cashier’s check or a combination of cash and certified or cashier’s check, subject to adjustment as hereinafter provided.
