REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 25, 2011, between Ads In Motion, Inc., a Delaware corporation (the “ Company ”), and each of the several purchasers signatory hereto (each such purchaser, a “ Purchaser ” and, collectively, the “ Purchasers ”).
ContractGuaranty • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT AND/OR SUBORDINATION AND INTERECREDITOR AGREEMENT IN FAVOR OF FAUNUS GROUP INTERNATIONAL, INC. AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 25, 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 ”).
PLEDGE AGREEMENTPledge Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
This PLEDGE AGREEMENT, dated as of April 12, 2011 (together with all amendments, if any, from time to time hereto, this “Agreement”) between Jordan Glatt, an individual (the “Pledgor”), and WORLDWIDE STOCK TRANSFER LLC, a New Jersey limited liability company, in its capacity as collateral agent for the Purchasers (as defined below) (the “Pledgee”).
COLLATERAL AGENCY AGREEMENTCollateral Agency Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • Illinois
THIS COLLATERAL AGENCY AGREEMENT (this “Agreement”) is made and dated as of April 12, 2011 and among the persons named as “Secured Party” on the signature pages hereto (each, a “Secured Party” and together, the “Secured Parties”), Ads in Motion, Inc., a Delaware corporation (the “Company”), and Worldwide Stock Transfer LLC, a New Jersey limited liability company, as collateral agent for the Secured Parties with respect to the Collateral (as hereinafter defined) (in such capacity, the “Collateral Agent”). The Collateral Agent is sometimes referred to herein as the “Agent”.
ContractSecurity Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT AND/OR SUBORDINATION AND INTERECREDITOR AGREEMENT IN FAVOR OF FAUNUS GROUP INTERNATIONAL, INC. AND EACH HOLDER HEREOF BY ITS ACCEPTANCE HEREOF SHALL BE BOUND BY THE PROVISIONS OF SUCH SUBORDINATION AGREEMENT.
SUBORDINATION AGREEMENTSubordination Agreement • April 15th, 2011 • Ads in Motion, Inc. • Services-advertising • New York
To induce Faunus Group International, Inc. (“FGI”) to continue to provide a facility for purchasing Accounts from, and otherwise extending credit from time to time for the benefit of, Magla Products, LLC, a New Jersey limited liability company (“Magla Products”), Magla International LLC, a New Jersey limited liability company (“Magla International” and together with Magla Products, the “Magla Entities”) and Ads in Motion, Inc., a Delaware corporation (“Obligor” and together with Magla Entities, the “Debtors”), pursuant to the terms of that certain Sale of Accounts and Security Agreement among the Magla Entities and FGI as of February 8, 2011 (as hereafter amended, extended, modified, supplemented, restated or replaced from time to time, the “FGI Agreement”), Investors named on the signature pages hereto and any other investor under the SubDebt Agreements (collectively, the “Subordinated Creditor”) and Collateral Agent (as defined below), and FGI hereby agree as set forth below. All cap
