SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of February 8, 2011, between Ads In Motion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule I hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ORIGINAL ISSUE DISCOUNT SENIOR SUBORDINATED SECURED CONVERTIBLE DEBENTURE DUE AUGUST 8, 2012Ads in Motion, Inc. • February 14th, 2011 • Services-advertising • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR SUBORDINATED SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Senior Subordinated Secured Convertible Debentures of Ads In Motion, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 159 South Street Morristown, NJ 07960, designated as its Convertible Debenture due August 8, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT ADS IN MOTION, INC.Ads in Motion, Inc. • February 14th, 2011 • Services-advertising
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issuance Date”) and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ads In Motion, Inc., a Delaware corporation (the “Company”), up to [__________] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOCKUP AGREEMENTLockup Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS LOCKUP AGREEMENT (the “Agreement”) is made as of the 8th day of February, 2011, by [__________] (“Holder”) in connection with his ownership of shares of Ads In Motion, Inc., a Delaware corporation (the “Company”). Capitalized terms not defined herein shall have the same meaning ascribed to such terms in that certain Securities Purchase Agreement dated as of the date hereof by and among the Company and the purchasers signatory thereto (the “Purchase Agreement”).
SALE OF ACCOUNTS AND SECURITY AGREEMENTSale of Accounts and Security Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
Magla Products, LLC, a New Jersey limited liability company, with its principal offices at 159 South Street, Morristown, NJ 07960 (“Seller”) and Faunus Group International, Inc., a Delaware corporation (“FGI”), hereby agree, intending to be legally bound, to the terms and conditions set forth in this Sale of Accounts and Security Agreement (“Agreement”). Immediately following the execution of this Agreement, Magla Products, LLC shall assign substantially all of its assets and certain of its liabilities (“Assignment”) to Magla International, LLC, a New Jersey limited liability company (“New Seller”) and shall simultaneously acquire all of the membership/limited liability company interests in New Seller (“Ml Equity”). Magla Products, LLC shall then exchange the MI Equity for all of the equity interests in Ads in Motion, Inc., a Delaware corporation (“PubCo”), resulting in New Seller becoming a wholly-owned subsidiary of PubCo (all of the foregoing, the “Transaction”). Upon consummation o
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
This Securities Escrow Agreement (the " Agreement"), dated effective as of February 8, 2011, is entered into by and among Jordan Glatt, the majority shareholder of Ads In Motion, Inc., a Delaware corporation (the “Company”) (the “Pledgor”), the investors to that certain Securities Purchase Agreement, dated hereof, (the “Purchase Agreement”) named herein (collectively, the “Investors”), and Guzov Ofsink, LLC as escrow agent for the Investors (“Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Purchase Agreement as defined immediately below.
SECURITY AGREEMENTSecurity Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
GUARANTYAds in Motion, Inc. • February 14th, 2011 • Services-advertising
This Guaranty (“Agreement”) is made and executed this 25tln day of January, 2011 by Ads In Motion, Inc., a corporation, duly incorporated and validly existing pursuant to the laws of Delaware (“Guarantor”), having its principal place of business at 4406 Tennyson Road, Wilmington, Delaware 19802, in favor of FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (“FG/’X having its principal place of business at 80 Broad Street, 22nd Floor, New York, New York 10004.
AMENDED AND RESTATED NONQUALIFIED DEFERRED COMPENSATION PLANNonqualified Deferred Compensation Plan • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New Jersey
AGREEMENT, made this 21st day of December, 2007, by and between MAGLA PRODUCTS, L.L.C, a New Jersey limited liability company, located at 159 South Street, Morristown, New Jersey, 07960 (the "Company") and ALISON CARPINELLO, residing at 2419 Homestead Avenue, Spring Lake, New Jersey, 07762 (the "Executive"),
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising
AMENDATORY AGREEMENT made this 8th day of February, 2011, by and between MAGLA PRODUCTS, L.L.C., a New Jersey limited liability company ("Magla Products") and ALISON CARPINELLO ("Employee"),
SHARE EXCHANGE AGREEMENT by and among ADS IN MOTION, INC. “S” DOUGLAS HENDERSON EDWARD F. MYERS III TRAVERS INTERNATIONAL, INC. EUGENE HILL and MAGLA PRODUCTS, LLC Dated as of February 8, 2011Share Exchange Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New Jersey
This SHARE EXCHANGE AGREEMENT, dated as of February 8, 2011, is made by and among Ads In Motion, Inc., a Delaware corporation (the “Acquiror”), each of the Persons listed on Schedule I hereto who are shareholders of the Acquiror (collectively, the “Acquiror Principal Shareholders,” and individually an “Acquiror Principal Shareholder”) and Magla Products, LLC, a New Jersey limited liability company (“Parent”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
Whereas, to induce Lenders to make or extend financial accommodations to or for the benefit of Ads In Motion, Inc., a Delaware corporation (“Borrower”), which are and will be to the direct interest and advantage of Jordan Glatt (“Guarantor”) as the majority shareholder of Borrower, and in consideration of financial accommodations made, or extended to or for the benefit of Borrower, which are and will be to the direct interest and advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Lenders and their respective successors, assigns and affiliates the full and timely payment when due of the principal of, and interest on the “Debentures,” as defined below, and all other payment obligations of Borrower to Lenders and their affiliates under the Debentures, however and whenever incurred or evidenced, whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted or acquired, a
CONTRIBUTION AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New Jersey
THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 8, 2011, by and between MAGLA PRODUCTS, LLC, a New Jersey limited liability company (“Magla Products”), and MAGLA INTERNATIONAL, LLC, a New Jersey limited liability company and wholly owned subsidiary of Magla Products (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENTAgreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New Jersey
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 8th day of February, 2011, by and between MAGLA INTERNATIONAL, L.L.C., a New Jersey limited liability company (the “Company”), having an address at 159 South Street, Morristown, New Jersey, 07960, and JORDAN M. GLATT (the “Executive”), currently residing at 141 Oak Ridge Drive, Summit, New Jersey, 08901.
GUARANTY OF VALIDITY; COVENANT AGAINST DIRECT COLLECTION, SUBORDINATION, AND SECURITY AGREEMENTAds in Motion, Inc. • February 14th, 2011 • Services-advertising • New York
FOR VALUE RECEIVED, and in order to induce Faunus Group International, Inc., a Delaware corporation (“FGI”) to enter into a Sale of Accounts and Security Agreement (“Sale of Accounts Agreement” for brevity) with Magla International, LLC, (“Seller”), a Limited Liability Company duly organized under the laws of the state of New Jersey, the undersigned Jordan Glatt (“Guarantor” for brevity) hereby enter into this Guaranty of Validity; Covenant Against Direct Collection, Subordination, and Security Agreement (“Agreement” for brevity) and unconditionally promises FGI as follows;
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New Jersey
AGREEMENT made this day of June, 2009, by and between MAGLA PRODUCTS, L.L.C., a New Jersey limited liability company, located at 159 South Street, Morristown, New Jersey, 07960 (“Magla”) and ALISON CARPINELLO, residing at 2419 Homestead Avenue, Spring Lake, New Jersey, 07762 (“Employee”),
