REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • Intersearch Group Inc • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 26th day of September, 2005 by and among InterSearch Group, Inc., a corporation organized and existing under the laws of the State of Florida (“InterSearch” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement between the Company and Investor dated as of the date of this Agreement (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • Intersearch Group Inc • Florida
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2005, by and among InterSearch Group, Inc., a corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERSEARCH GROUP, INC. (“Buyer”) WALNUT VENTURES ACQUISITION CORPORATION (“Merger Sub”) WALNUT VENTURES, INC. (“Company”) AND THE COMPANY SHAREHOLDERS December 10, 2004Merger Agreement • November 23rd, 2005 • Intersearch Group Inc • Florida
THIS AGREEMENT AND PLAN OF MERGER dated as of as of December 10, 2004, is entered into by and among INTERSEARCH, GROUP INC., a Florida corporation (“Buyer”), WALNUT VENTURES ACQUISITION CORPORATION, a Nevada corporation (“Merger Sub”), WALNUT VENTURES, INC., a Nevada corporation (“Company”), and the shareholders of the Company listed on the signature pages hereto (collectively, the “Company Shareholders”). Buyer, Merger Sub, Company, and the Company Shareholders are referred to individually herein as a “Party” and collectively herein as the “Parties”.
MEMORANDUM OF AGREEMENTMemorandum of Agreement • November 23rd, 2005 • Intersearch Group Inc • New York
THIS MEMORANDUM OF AGREEMENT (“Agreement”) is made this 10th day of June, 2005 (“Effective Date”) by and between Smash Clicks LLC, with offices located at 275 Madison Avenue, Floor 4, New York, NY 10016 (“Smash”), and lnterSearch Group, Inc., with offices located at 250 Montgomery Street, Suite 1200, San Francisco, CA 94104 (“ISGP”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERSEARCH GROUP, INC. (“Buyer”) LA JOLLA ACQUISITION CORPORATION (“Merger Sub”) LA JOLLA INTERNET PROPERTIES, INC. (“Company”) AND THE COMPANY SHAREHOLDERS February 9, 2005Merger Agreement • November 23rd, 2005 • Intersearch Group Inc • Florida
THIS AGREEMENT AND PLAN OF MERGER dated as of as of February 9, 2005, is entered into by and among INTERSEARCH, GROUP INC., a Florida corporation (“Buyer”), LA JOLLA ACQUISITION CORPORATION, a Nevada corporation (“Merger Sub”), LA JOLLA INTERNET PROPERTIES, INC., a Nevada corporation (“Company”), and the shareholders of the Company listed on the signature pages hereto (collectively, the “Company Shareholders”). Buyer, Merger Sub, Company, and the Company Shareholders are referred to individually herein as a “Party” and collectively herein as the “Parties”.
GP Strategic Ventures, Inc AMENDED AND RESTATED CONSULTING AGREEMENT October 16, 2005Consulting Agreement • November 23rd, 2005 • Intersearch Group Inc • California
This Amended and Restated Consulting Agreement amends, restates and supersedes the similar letter agreement between Walnut Ventures, Inc., as predecessor to InterSearch Group, Inc. (the ”Company”) and GP Strategic Ventures, Inc. (“GP”).
AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 23rd, 2005 • Intersearch Group Inc • North Carolina
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 23rd day of September, 2005 (“Effective Date”) by and between DotCom Corporation, a North Carolina corporation whose principal offices are located at 1135 Kildaire Farm Road, Suite 200, Cary, NC 27511 (“Seller”), and InterSearch Group, Inc., a Florida corporation whose principal offices are located at 250 Montgomery Street, Suite 1200, San Francisco, CA 94104 (“Buyer” or “InterSearch”).
SILICON VALLEY BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 23rd, 2005 • Intersearch Group Inc • Nevada
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 10, 2004, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (FAX ) (“Bank”), on the one hand, and WALNUT VENTURES, INC., a Nevada corporation, CORPORATE CONSULTING SERVICES, INC., a Nevada corporation, and INTERSEARCH GROUP, INC., a Florida corporation (jointly and severely, collectively and each individually, referred to herein as “Borrower”), whose address is 250 Montgomery St., San Francisco, CA 94104, on the other hand, provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SETTLEMENTSettlement Agreement • November 23rd, 2005 • Intersearch Group Inc • New York
This Settlement Agreement (“Agreement”) entered into by and between Smash Clicks, LLC (“SMASH”), an LLC organized and existing under the laws of Nevada and INTERSEARCH GROUP, INC. (“ISG”), a corporation organized and existing under the laws of the State of Florida, and DOTCOM Corporation (“DOTCOM”) a North Carolina corporation, on this 18th day of November, 2005 sets forth all terms and conditions under which the parties are willing to settle this law suit.
NONCOMPETE AGREEMENTNoncompete Agreement • November 23rd, 2005 • Intersearch Group Inc
THIS NONCOMPETE AGREEMENT is made as of the day of , 2004 (the “Effective Date”) by and between INTERSEARCH GROUP, INC., a Florida corporation (the “Company”), and (the “Employee”).
OFFICE LEASE FOR INTERSEARCH GROUP, INCOffice Lease • November 23rd, 2005 • Intersearch Group Inc
THIS OFFICE LEASE (this “Lease”), dated as of September 21, 2005 for the purpose of reference only, is made and entered into by and between HCV PACIFIC INVESTORS V, a California Limited Partnership (“Landlord”) and INTERSEARCH GROUP, INC., a Florida corporation (“Tenant”). The term “Party” shall refer to a referenced party and if no party is referenced, then to all Parties.
INTERSEARCH GROUP, INC. 2004 Equity Incentive Plan Incentive Stock Option Award AgreementIncentive Stock Option Award Agreement • November 23rd, 2005 • Intersearch Group Inc
THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of an incentive stock option (the “Option”) by InterSearch Group, Inc., a Florida corporation (the “Company”), to the Participating Employee named above, pursuant to the provisions of the Plan. This Agreement is being given in exchange for and replaces and supercedes in its entirety any and all Stock Option Agreements between the Participating Employee and , a California corporation (the “Former Agreement”). The Participating Employee hereby acknowledges and agrees that the Plan replaces and supercedes in its entirety the Stock Option Plan (the “ Plan”). Each of the Former Agreement and the Plan have been terminated and are of no further force or effect.
