SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2004 among Mamma.com, Inc., a Province of Ontario, Canada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
MERRIMAN CURHAN FORD & CO. ADVISORY AGREEMENTAdvisory Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications
Merriman Curhan Ford & Co. (“MCF”) is pleased to act as financial advisor to Mamma.com, Inc. (the “Company”). We will provide financial and capital market advisory services to the Company which may include: (i) review of financial statements and non-public internal business plans, (ii) evaluation of strategic alternatives based on Company objectives and MCF industry expertise, (iii) advice on appropriate capital structure and strategies to achieve maximum return to shareholders and (iv) sponsorship for and introductions to institutional investors. The purpose of this letter is to memorialize the terms of our engagement by the Company.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
This Asset Purchase Agreement (the “Agreement”) is entered into as of January 27, 2004 by and among ACE*COMM Corporation, a corporation organized under the laws of Maryland, USA (“Buyer”), ACE*COMM Solutions Australia Pty Limited ABN 95 107 588 938, a company registered under the Australian Corporations Act 2001 (Cth) (“ACE Australian Subsidiary”), Solutions ACE*COMM Corporation (“ACE Canadian Subsidiary”), Mamma.com Inc. (f/k/a Intasys Corporation), a company organized under the laws of the Province of Ontario, Canada (“Mamma.com”), and the wholly owned subsidiaries of Mamma.com that are signatories to this Agreement (referred to hereinafter as the “Mamma.com Subsidiaries,” together with Mamma.com, “Sellers”).
INTASYS CORPORATION AMENDED SUBSCRIPTION AGREEMENTSubscription Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Ontario
THE SECURITIES TO BE ISSUED PURSUANT TO THIS SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”) HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION S (“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THIS AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES TO BE SOLD PURSUANT TO THIS AGREEMENT IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
CONSULTING AGREEMENTConsulting Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
WHEREAS the Company finds it desirable to avail itself of, and the Consultant has agreed to provide to the Company, various consulting, advisory and other services on the terms and conditions hereinafter set forth.
MAMMA.COM INC. AND ZAQ INTERACTIVE SOLUTIONS INC. AND ZAQ INC. ASSET PURCHASE AGREEMENT November 27, 2002Asset Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: ZAQ INTERACTIVE SOLUTIONS INC., a corporation duly incorporated according to the laws of Canada, herein represented by Yves Simard, its duly authorized representative, as he so declares
PRIVATE AND CONFIDENTIALInvestment Banking Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • New York
We are pleased to propose that Intasys Corporation (“Intasys” or the “Company”) retain Maxim Group LLC (“Maxim”), on a non-exclusive basis, as its investment banker, strategic advisor and financial advisor. The principal elements of the agreement (“Agreement”) between Maxim and the Company are:
AMENDEMENT TO CONSULTING AGREEMENTConsulting Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: MAMMA.COM INC. (formerly Intasys Corporation); a corporation duly incorporated according to law, having a place of business in the Province of Quebec, herein acting and represented by Guy Fauré, duly authorized for the purposes hereof (hereinafter referred to as the “CORPORATION”)
AMENDED PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Ontario
THIS AMENDED PRIVATE PLACEMENT AGREEMENT (“Agreement”) made effective as of this 30th day of October, 2002 by and between Intasys Corporation (“Intasys”), an Ontario, Canada corporation having its principal office at 388 rue St. Jacques, Montreal, Quebec, Canada, H2Y 1S1, and Lines Overseas Management Limited (“Lines”), a Bermudan corporation having its principal office at 27 Reid Street, Hamilton, HM 11, Bermuda.
CONSULTING AGREEMENTConsulting Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • Quebec
BY AND BETWEEN: INTASYS CORPORATION, a corporation duly incorporated according to law, having a place of business in the Province of Quebec, herein acting and represented by David Perez and Daniel Bertrand duly authorized for the purposes hereof as they hereby declare
SECURITIES PURCHASE AGREEMENT made and entered into at the City of Boca Raton, State of Florida as of the 10th day of June, 2004.Securities Purchase Agreement • May 31st, 2005 • Mamma Com Inc • Radiotelephone communications • New York
AND: MAMMA.COM USA, INC., a legal person, duly incorporated according to law, herein acting and represented by Guy Fauré, its President and CEO, duly authorized hereto as he so declares,
