4,200,000 Shares1 Jupitermedia Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • May 10th, 2004 • Jupitermedia Corp • Services-business services, nec • Minnesota
Jupitermedia Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 4,200,000 shares (the “Firm Shares”) of Common Stock, $.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 3,200,000 authorized but unissued shares of Common Stock to be issued and sold by the Company and 1,000,000 outstanding shares of Common Stock to be sold by the Selling Stockholders. The Company also proposes to sell to the several Underwriters up to 630,000 additional shares of Common Stock if and to the extent that you, as representatives of the Underwriters, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 3 hereof (the “Option Shares”). The Firm Shares and any Opt
LOAN AND SECURITY AGREEMENT (Receivables)Loan and Security Agreement • May 10th, 2004 • Jupitermedia Corp • Services-business services, nec • New York
AGREEMENT, dated as of April 1, 2004, by and between JUPITERMEDIA CORPORATION, 23 Old Kings Highway South, Darien, Connecticut 06820 (“Debtor”) and HSBC BANK USA, 260 North Ave., New Rochelle, New York 10801 (“Secured Party”).
GRID NOTEGrid Note • May 10th, 2004 • Jupitermedia Corp • Services-business services, nec
FOR VALUE RECEIVED, JUPITERMEDIA CORPORATION (the “Borrower”), promises to pay to HSBC BANK USA (“Bank”) or order, on March 31, 2005 at its 260 North Avenue office in New Rochelle, New York, the aggregate unpaid principal amount of all advances made by the Bank to the Borrower from time to time (each an “Advance” and collectively the “Advances”) as evidenced by the inscriptions made on the Schedule attached hereto (“Schedule”), together with interest thereon at a per annum rate as provided herein. The aggregate amount of all advances outstanding hereunder shall not at any time exceed $8,000,000.00. This is the Note referred to in the Loan and Security Agreement (“Agreement”) between Borrower and Bank dated of even date herewith.
BRIDGE GRID NOTEBridge Grid Note • May 10th, 2004 • Jupitermedia Corp • Services-business services, nec
FOR VALUE RECEIVED, JUPITERMEDIA CORPORATION (the “Borrower”), promises to pay to HSBC BANK USA (“Bank”) or order, on demand or when due as provided herein, at its 260 North Avenue office in New Rochelle, New York, the aggregate unpaid principal amount of all advances made by the Bank to the Borrower from time to time (each an “Advance” and collectively the “Advances”) as evidenced by the inscriptions made on the Schedule attached hereto (“Schedule”), together with interest thereon at a per annum rate as provided herein. The aggregate amount of all advances outstanding hereunder shall not at any time exceed $4,000,000.00.
