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$37	Preview Full Doc	2003	Bridge Loan and Investment Agreement Bridge Loan and Investment Agreement (98K) Doc #178553: Click preview link for longer preview. MAKEMUSIC! INC. BRIDGE LOAN AND INVESTMENT AGREEMENT This Bridge Loan and Investment Agreement (the Agreement), submitted as of the date set forth on the Signature Page, is between MakeMusic! Inc., a Minnesota corporation (the Company), and the undersigned investor (the Investor). RECITALS The Company needs capital to fund its operations. The Investor desires to lend funds to the Company on the terms and conditions set forth in this Agreement. The Investor and other investors (collectively, the Bridge Investors) acquiring Bridge Notes (as defined below) on terms equivalent to those set forth herein may lend the Company up to an aggregate maximum of $800,000 in principal amount to the Company. AGREEMENT In consideration of the foregoing, the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Investment. The Investor hereby purchases a 10% Subordinated Promissory Note (the Bridge Note), in substantially the form of Exhibit A attached to and incorporated into this Agreement in the aggregate maximum principal dollar amount set forth on the Signature Page (Principal). The shares of the Companys $0.01 par value per share common stock (Common Stock) issuable upon conversion of the Bridge Note are herein referred to as the Conversion Shares. In the event the Next Financing (as defined below) has not occurred on or prior to March 31, 2003, the Investor shall be issued warrants (Bridge Warrant) in substantially the form of Exhibit B attached to and incorporated into this Agreement, to purchase three (3) shares of Common Stock for every $1.00 in outstanding principal of the Bridge Note on March 31, 2003. The Next Financing shall mean the Companys next financing of equity or debt with equity features involving the receipt on or before March 31, 2003 of commitments for aggregate gross proceeds of at least $1 million, inclusive of the converted Bridge Notes. The information contained in this Agreement is only a summary of the terms and provisions of the Bridge Notes and the Bridge Warrants, and is qualified by more detailed information included in the form of Bridge Note and the form of Bridge Warrant. If the terms of this Agreement conflict with the terms of the Bridge Note or the Bridge Warrant, the terms of the Bridge Note and the Bridge Warrant shall control. By execution of this Agreement, the Investor acknowledges that the Company is relying upon the accuracy and completeness of the representations contained in this Agreement in complying with its obligations under applicable securities laws. The Bridge Note, the Bridge Warrant, the Conversion Shares and the Warrant Shares (as defined in the Bridge Warrant) are collectively referred to in this Agreement as the Securities. 2. Loan/Promissory Note. The Investor shall tender the Investors checks payable to MakeMusic! Inc. to the Company at 6210 Bury Drive, Eden Prairie, MN 55346 or make a wire transfer to the Company in an aggregate dollar amount equal to the Principal concurrently with the delivery of this Agreement signed by the Investor. Instructions for a wire transfer are as follows: Associated Bank 7760 France Avenue South Bloomington, MN 55435 Routing # 091001270 Account # 1529328 3. Payment of Principal and Interest. Fifty percent (50%) of the outstanding principal and unpaid accrued interest on the Bridge Notes shall be due and payable in four (4) equal monthly installments beginning September 30, 2003 and ending December 31, 2003. The remaining outstanding principal and unpaid accrued interest shall be due and payable in four (4) equal monthly installments beginning September 30, 2004 and ending December 31, 2004. The Bridge Note shall accrue interest at the rate of 10% per annum as set forth in the Bridge Note. The outstanding principal and accrued interest on the Bridge Notes shall be automatically converted upon the occurrence of the Next Financing in accordance with the terms of the Bridge Note. U.S. Investors shall complete the Form W-9 and non-U.S. Investors shall complete the form W-8BEN, each of which has been provided by the Company. The relevant form should be returned concurrently with the delivery of this Agreement executed by the Investor. 4. Security. Except as provided below, payment of this Bridge Note is unsecured in all respects. If the Next Financing has not occurred on or prior to March 31, 2003, the Bridge Notes shall become secured by all of the Companys assets pursuant to a Security Agreement between the Company and the Agent (as defined in the Security Agreement) for and on behalf of the Investor, in substantially the form attached hereto as Exhibit C (the Security Agreement). 5. Subordination. The payment of principal and interest under the Bridge Note is subordinated to the payment by the Company of Senior Indebtedness as defined in the Bridge Note. Payment of principal or interest may not be made on the Bridge Note if the Company is in default, or if the making of any payment would result in a default, with respect to the payment of amounts of any Senior Indebtedness. 6. Default. The Company shall be in default under this Agreement and under the Bridge Note upon the happening after the date of this Agreement of any Event of Default as defined in Section 7 of the Bridge Note. In the event of a default, the holders of Bridge Notes (i) shall have the right, at their option and not subject to demand or notice, to declare all or any part of the Bridge Notes immediately due and payable and (ii) may exercise, in addition to the rights and remedies granted in this Agreement, all of the rights and remedies of a holder under the Bridge Note and under applicable law. 7. Bridge Warrant. The Bridge Warrant will have an exercise price of $0.01 per share and will be exercisable at any time after the issuance of the Bridge Warrant. The Bridge Warrant will expire five (5) years from the date of issuance. 178553	MakeMusic! MakeMusic! Inc. ( Software & Programming ) As referenced in this Bridge Loan and Investment Agreement: MAKEMUSIC! INC. – exv4w1 EX-4.1 3 c81642aexv4w1.htm EX-4.1 FORM OF BRIDGE LOAN & INVESTMENT AGREEMENT EXHIBIT 4.1 MAKEMUSIC! INC. BRIDGE LOAN AND INVESTMENT AGREEMENT This Bridge Loan and Investment Agreement (the Agreement), submitted as of the date set forth on the Signature Page, is between MakeMusic! Inc., a _____________ MakeMusic! Inc. – 4.1 MAKEMUSIC! INC. BRIDGE LOAN AND INVESTMENT AGREEMENT This Bridge Loan and Investment Agreement (the Agreement), submitted as of the date set forth on the Signature Page, is between MakeMusic! Inc. , a Minnesota corporation (the Company), and the undersigned investor (the Investor). RECITALS The Company needs capital to fund its operations. The Investor desires to lend funds to the Company _____________ MakeMusic! Inc. – Shares (as defined in the Bridge Warrant) are collectively referred to in this Agreement as the Securities. 2. Loan/Promissory Note. The Investor shall tender the Investors checks payable to MakeMusic! Inc. to the Company at 6210 Bury Drive, Eden Prairie, MN 55346 or make a wire transfer to the Company in an aggregate dollar amount equal to the Principal concurrently _____________ MAKEMUSIC! INC. – INVESTOR SIGNATURE: Date: SECOND SIGNATURE (if applicable): Date: IRA CUSTODIAN SIGNATURE (if applicable): Date: By (print name): IRA Custodian 9 ENTITY INVESTOR SIGNATURE: By ___________________________________________ Date: ________________________ Its ________________________________________ ACCEPTANCE: MAKEMUSIC! INC. hereby executes this Agreement as of the date set forth below. By ___________________________________________ Date: ________________________ Its ________________________________________ 10 Schedule to Bridge Loan and Investment Agreement between MakeMusic! Inc. and _____________ MakeMusic! Inc. – ________________________________________ ACCEPTANCE: MAKEMUSIC! INC. hereby executes this Agreement as of the date set forth below. By ___________________________________________ Date: ________________________ Its ________________________________________ 10 Schedule to Bridge Loan and Investment Agreement between MakeMusic! Inc. and Investors identified below Principal Amount of Investor Name Bridge Note Date Gordon Buchanan $ 37,000 10/15/2002 Franois de Gasp Beaubien 63,380 09/30/2002 Chantal _____________ dt 1510127 ;	MakeMusic! MakeMusic! Inc. ( Software & Programming )
$42	Preview Full Doc	2004	Equity Investment Agreement Equity Investment Agreement (29K) Doc #203095: Click preview link for longer preview. EQUITY INVESTMENT AGREEMENT This Equity Investment Agreement (the "AGREEMENT") is made as of September 30th, 2003 (the "EFFECTIVE DATE"), by and between FIRST VIRTUAL COMMUNICATIONS, INC., a Delaware corporation with its principal place of business at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065 (the "COMPANY"), and NET ONE SYSTEMS CO., LTD, a Japanese corporation with its principal place of business at Sphere Tower Tennoz, 2-8, Higashi Shinagawa 2-Chome, Shinagawa-Ku, Tokyo 140-8621, Japan (the "PURCHASER"). WHEREAS, the Company and the Purchaser are parties to that certain First Virtual Communications Partner Agreement dated April 1, 2002, as amended on the date hereof (the "DISTRIBUTION AGREEMENT"); WHEREAS, in connection with the Distribution Agreement, the Purchaser acquired products from the Company for distribution, including the products listed in EXHIBIT A hereto (the products listed on Exhibit A are referred to herein as the "PRODUCTS"); and WHEREAS, as consideration for the return of the Products to the Company, the Company wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Company, shares of the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"), on the terms and subject to the conditions set forth in this Agreement. AGREEMENT In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Purchaser hereby agree as follows: 1. AGREEMENT TO SELL AND PURCHASE THE SHARES. 1.1 At the Closing (as defined below), the Company will sell to the Purchaser, and the Purchaser will purchase from the Company, a number of shares of Common Stock (the "SHARES") equal to the aggregate amount paid by the Purchaser to the Company for the Products, which includes the processing fee, divided by the average closing price of the Company's Common Stock as reported on Nasdaq for the thirty (30) trading days prior to the date of this Agreement (the "PURCHASE PRICE"), in consideration for the return in full to the Company of the Products. 2. CLOSING AND DELIVERY. 2.1 CLOSING. The closing of the purchase and sale of the Shares (the "CLOSING") shall be held at the offices of Cooley Godward LLP, 4401 Eastgate Mall, San Diego, California 92121-9109 on October 3, 2003, or such other date as the parties may agree (the "CLOSING DATE"). At or prior to the Closing, the Purchaser and the Company shall execute any related agreements or other documents required to be executed hereunder, dated as of the date hereof. 1 {PAGE} 2.2 DELIVERY. (A) At the Closing, the Company shall deliver to the Purchaser the stock certificates registered in the name of the Purchaser, and/or in such nominee name(s) as designated in writing by the Purchaser, representing the Shares against payment of the Purchase Price, as set forth in Section 1.1. (B) On or before October 3, 2003, the Purchaser shall deliver the Products to the Purchaser's Tokyo, Japan facility (the "Facility"). At the Closing, the Purchaser shall sell, assign, transfer, convey and deliver to the Company, good and valid title to the Products at the Facility, and risk of loss with respect to the Products shall pass to the Company. The then current representative of FVC Japan (Mr. Takayuki Kanda is designated by the Company on the Effective Date) shall accept the Products on behalf of the Company and issue a written notice of such acceptance to the Purchaser at which time payment for the Shares by the Purchaser is deemed to be completed. The Purchaser agrees to provide warehousing space for the Products in the Facility for up to ninety (90) days from the Effective Date at no charge to the Company. Thereafter the Purchaser may dispose the remaining Products at its own expense. The Company shall have reasonable access to the Products while they are stored in such warehouse. While the Products are stored in the Facility, the Purchaser shall be in possession of the Products in a fiduciary capacity until a carrier appointed by the Company accepts the Products for delivery to a location specified by the Company. In the event the Company determines some or all of the Products should be transferred to the Company's California location, the Purchaser will, in the Company's sole discretion, either pay directly for or reimburse the Company for all freight, insurance and other expenses associated with such transfer. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The Company hereby represents and warrants as of the date hereof to, and covenants to, the Purchaser as follows: 3.1 ORGANIZATION AND GOOD STANDING. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, has full corporate power and authority to own or lease its properties and conduct its business as presently conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results of operations of the Company. 3.2 CORPORATE POWER; AUTHORIZATION. The Company has all requisite corporate power, and has taken all requisite corporate action, to execute and deliver this Agreement, sell and issue the Shares and carry out and perform all of its obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) as limited by equitable principles generally, including any 203095	First Virtual First Virtual Communications Inc. ( Software & Programming ) As referenced in this Equity Investment Agreement: FIRST VIRTUAL COMMUNICATIONS, INC. – EXHIBIT 10.3 {TEXT} {PAGE} EXHIBIT 10.3 EQUITY INVESTMENT AGREEMENT This Equity Investment Agreement (the "AGREEMENT") is made as of September 30th, 2003 (the "EFFECTIVE DATE"), by and between FIRST VIRTUAL COMMUNICATIONS, INC. , a Delaware corporation with its principal place of business at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065 (the "COMPANY"), and NET ONE SYSTEMS CO., LTD, a Japanese _____________ First Virtual Communications, Inc. – of facsimile transmission (subject to confirmation of delivery), or when so received in the case of courier, and addressed as follows: (A) if to the Company, to: Chief Financial Officer First Virtual Communications, Inc. 3200 Bridge Parkway, Suite 202 Redwood City, CA 94065 Fax No.: 1-650-801-6910 or to such other person at such other place as the Company shall designate _____________ FIRST VIRTUAL COMMUNICATIONS, INC. – the Purchase Price. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. FIRST VIRTUAL COMMUNICATIONS, INC. By: /s/ Truman Cole ------------------------------------------ Name: Truman Cole ------------------------------------------ Title: Vice President and Chief Financial Officer ------------------------------------------ NET ONE SYSTEMS CO., LTD. By: /s/ Kazuo Sato ------------------------------------------ Name: Kazuo Sato ------------------------------------------ Title: President & CEO ------------------------------------------ _____________ dt 1461869 ; First Virtual First Virtual Communications Inc. ( Software & Programming ) As referenced in this Equity Investment Agreement: FIRST VIRTUAL COMMUNICATIONS, INC. – EXHIBIT 10.3 {TEXT} {PAGE} EXHIBIT 10.3 EQUITY INVESTMENT AGREEMENT This Equity Investment Agreement (the "AGREEMENT") is made as of September 30th, 2003 (the "EFFECTIVE DATE"), by and between FIRST VIRTUAL COMMUNICATIONS, INC. , a Delaware corporation with its principal place of business at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065 (the "COMPANY"), and NET ONE SYSTEMS CO., LTD, a Japanese _____________ First Virtual Communications, Inc. – of facsimile transmission (subject to confirmation of delivery), or when so received in the case of courier, and addressed as follows: (A) if to the Company, to: Chief Financial Officer First Virtual Communications, Inc. 3200 Bridge Parkway, Suite 202 Redwood City, CA 94065 Fax No.: 1-650-801-6910 or to such other person at such other place as the Company shall designate _____________ FIRST VIRTUAL COMMUNICATIONS, INC. – the Purchase Price. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. FIRST VIRTUAL COMMUNICATIONS, INC. By: /s/ Truman Cole ------------------------------------------ Name: Truman Cole ------------------------------------------ Title: Vice President and Chief Financial Officer ------------------------------------------ NET ONE SYSTEMS CO., LTD. By: /s/ Kazuo Sato ------------------------------------------ Name: Kazuo Sato ------------------------------------------ Title: President & CEO ------------------------------------------ _____________ dt 1485118 ;	Cooley Godward Cooley Godward LLP ( Legal ) As referenced in this Equity Investment Agreement: Cooley Godward – purchase and sale of the Shares (the "CLOSING") shall be held at the offices of Cooley Godward LLP, 4401 Eastgate Mall, San Diego, California 92121-9109 on October 3, 2003, or dt 34980 ; Net One Systems Co., Ltd.
$46	Preview Full Doc	2000	Strategic Investment Agreement Strategic Investment Agreement (120K) Doc #1118837: Click preview link for longer preview. <DESCRIPTION>STRATEGIC INVESTMENT AGREEMENT <TEXT> STRATEGIC INVESTMENT AGREEMENT between DIGIMARC CORPORATION and MACROVISION CORPORATION Dated as of September 17, 2000 <PAGE> Table of Contents . . . 1118837	Macrovision Macrovision Corp. ( Software & Programming )
$56	Preview Full Doc	2004	Investment Agreement Investment Agreement (98K) Doc #1123195: Click preview link for longer preview. INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 21, 2004 by and between Integrated Business Systems And Services, Inc., a South Carolina corporation (the "Company"), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership (the "Investor"). Whereas, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Ten Million Dollars ($10,000,000) to purchase the Company's Common Stock, no par value per . . . 1123195	Integrated Integrated Business Systems & Services Inc. ( Software & Programming ) ;	Integrated Integrated Business Systems & Services Inc. ( Software & Programming )
$41	Preview Full Doc	2004	Equity Investment Agreement Equity Investment Agreement (29K) Doc #1130603: Click preview link for longer preview. EQUITY INVESTMENT AGREEMENT This Equity Investment Agreement (the "AGREEMENT") is made as of September 30th, 2003 (the "EFFECTIVE DATE"), by and between FIRST VIRTUAL COMMUNICATIONS, INC., a Delaware corporation with its principal place of business at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065 (the "COMPANY"), and NET ONE SYSTEMS CO., LTD, a Japanese corporation with its principal place of business at Sphere Tower Tennoz, 2-8, Higashi Shinagawa 2-Chome, Shinagawa-Ku, Tokyo 140-8621, Japan (the " . . . 1130603	First Virtual First Virtual Communications Inc. ( Software & Programming ) As referenced in this Equity Investment Agreement: FIRST VIRTUAL COMMUNICATIONS, INC. – TEXT> <PAGE> EXHIBIT 10.3 EQUITY INVESTMENT AGREEMENT This Equity Investment Agreement (the "AGREEMENT") is made as of September 30th, 2003 (the "EFFECTIVE DATE"), by and between FIRST VIRTUAL COMMUNICATIONS, INC. , a Delaware corporation with its principal place of business at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065 (the "COMPANY"), and NET ONE SYSTEMS CO., LTD, a Japanese _____________ First Virtual Communications, Inc. – of facsimile transmission (subject to confirmation of delivery), or when so received in the case of courier, and addressed as follows: (A) if to the Company, to: Chief Financial Officer First Virtual Communications, Inc. 3200 Bridge Parkway, Suite 202 Redwood City, CA 94065 Fax No.: 1-650-801-6910 or to such other person at such other place as the Company shall designate _____________ FIRST VIRTUAL COMMUNICATIONS, INC. – the Purchase Price. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. FIRST VIRTUAL COMMUNICATIONS, INC. By: /s/ Truman Cole ------------------------------------------ Name: Truman Cole ------------------------------------------ Title: Vice President and Chief Financial Officer ------------------------------------------ NET ONE SYSTEMS CO., LTD. By: /s/ Kazuo Sato ------------------------------------------ Name: Kazuo Sato ------------------------------------------ Title: President & _____________ dt 1461873 ;	First Virtual First Virtual Communications Inc. ( Software & Programming ) As referenced in this Equity Investment Agreement: FIRST VIRTUAL COMMUNICATIONS, INC. – TEXT> <PAGE> EXHIBIT 10.3 EQUITY INVESTMENT AGREEMENT This Equity Investment Agreement (the "AGREEMENT") is made as of September 30th, 2003 (the "EFFECTIVE DATE"), by and between FIRST VIRTUAL COMMUNICATIONS, INC. , a Delaware corporation with its principal place of business at 3200 Bridge Parkway, Suite 202, Redwood City, CA 94065 (the "COMPANY"), and NET ONE SYSTEMS CO., LTD, a Japanese _____________ First Virtual Communications, Inc. – of facsimile transmission (subject to confirmation of delivery), or when so received in the case of courier, and addressed as follows: (A) if to the Company, to: Chief Financial Officer First Virtual Communications, Inc. 3200 Bridge Parkway, Suite 202 Redwood City, CA 94065 Fax No.: 1-650-801-6910 or to such other person at such other place as the Company shall designate _____________ FIRST VIRTUAL COMMUNICATIONS, INC. – the Purchase Price. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. FIRST VIRTUAL COMMUNICATIONS, INC. By: /s/ Truman Cole ------------------------------------------ Name: Truman Cole ------------------------------------------ Title: Vice President and Chief Financial Officer ------------------------------------------ NET ONE SYSTEMS CO., LTD. By: /s/ Kazuo Sato ------------------------------------------ Name: Kazuo Sato ------------------------------------------ Title: President & _____________ dt 1485122
$48	Preview Full Doc	2003	Loan and Investment Agreement Loan and Investment Agreement (192K) Doc #1148464: Click preview link for longer preview. Table of Contents LOAN AND INVESTMENT AGREEMENT dated as of 10 January 2003 between V I Group plc and Hemisphere Capital LLC KIRKLAND & ELLIS Tower 42 25 Old Broad Street London EC2N 1HQ Phone: +44 (0)20 7816 8700 Fax: +44 (0)20 7816 8800 www.kirkland.com TABLE OF CONTENTS ARTICLE I INTERPRETATION 1.1 Definitions 1.2 Rules of Construction ARTICLE II AMOUNT AND TERMS OF CONVERTIBLE LOAN 2.1 Commitment to Make Convertible Loan 2.2 Maturity 2.3 Interest 2.4 Interest and Principal Payments 2.5 Mandatory . . . 1148464	VI Group VI Group plc ( Software & Programming ) ; BNY Bank of New York ( Money Center Banks ) As referenced in this Loan and Investment Agreement: Bank of New York. – Exhibit A hereto, evidencing the Convertible Loan. Convertible Loan means the loan made by the Lender to the Company pursuant to Section 2.1 of this Agreement. Depository means the Bank of New York. Depository Agreement means that agreement between the Company and the Bank of New York dated as of 31 January 2002 relating to the deposit of Ordinary Shares and the _____________ Bank of New York – the Lender to the Company pursuant to Section 2.1 of this Agreement. Depository means the Bank of New York. Depository Agreement means that agreement between the Company and the Bank of New York dated as of 31 January 2002 relating to the deposit of Ordinary Shares and the issue of ADRs. Derivative Securities has the meaning set forth in Section 4.1.2( _____________ Bank of New York – the form of ADSs represented by ADRs, but only if the Company maintains an ADR program on terms substantially similar to the terms of its current depositary arrangement with the Bank of New York (the ADRs and the Common Stock together, the Resulting Securities). The Company shall undertake to facilitate the prompt issuance of ADRs to the Investor following receipt by the Company _____________ dt 1586471 ;	Barclays Bank Barclays Bank plc ( Financial ) As referenced in this Loan and Investment Agreement: Barclays Bank plc, – provision hereof and thereafter means the successor to such party. Company Intellectual Property has the meaning set forth in Section 4.1.12 of this Agreement. Companys Bank Account means Barclays Bank plc, 18 King Street, Stroud, Gloucestershire GL5 3DF, England, Account: Vero International Software UK Limited, Sort Code: 20-33-83, Account No.:79726400, or such other bank account as the _____________ dt 1402880
$52	Preview Full Doc	2004	Investment Agreement Investment Agreement (136K) Doc #1150704: Click preview link for longer preview. ASPACE SOLUTIONS LIMITED STEVE KEOHANE PAUL RYDER JULIAN LOVELOCK and ACTIVECARD CORP INVESTMENT AGREEMENT DATED 31st July 2003 PARTIES 1 Company Aspace Solutions Limited (company registration no. 03970100) whose registered address is at Eagle House, 110 Jermyn Street, London, SW1Y 6RH; 2 Managers the Individuals whose names . . . 1150704	ActivCard ActivCard Corp. ( Software & Programming ) As referenced in this Investment Agreement: ActivCard Corp – is at Eagle House, 110 Jermyn Street, London, SW1Y 6RH; 2 Managers the Individuals whose names and addresses are set out in Schedule 2 (each a Manager); and 3 Investor ActivCard Corp a company incorporated in Delaware, USA whose registered address is at 6623 Dumbarton Circle, Fremont, California, 94555, USA. OPERATIVE PROVISIONS 1. Definitions and interpretation 1.1 The following definitions apply: _____________ ActivCard Corp – s/ Joanne Croston Witness Name: Joanne Croston Address: 10 Foster Lane London EC2V 6HR Occupation: trainee solicitor Executed as a deed for ) /s/ Steven Humphreys and on behalf of ) Director ActivCard Corp ) Director/Secretary -78- _____________ dt 1484297
$37	Preview Full Doc	2003	Investment Agreement Investment Agreement (42K) Doc #1156295: Click preview link for longer preview. INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT, dated as of [ , 2003] (this ï¿½Agreementï¿½), is entered into by and between ACCLAIM ENTERTAINMENT INC., a Delaware corporation (the ï¿½Companyï¿½), and those persons named on Schedule 1 hereto (together, the ï¿½Purchasersï¿½). RECITALS: WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemptions from registration provided by Regulation D (ï¿½Regulation Dï¿½) promulgated by . . . 1156295	Acclaim Acclaim Entertainment Inc. ( Software & Programming ) As referenced in this Investment Agreement: ACCLAIM ENTERTAINMENT INC. – FORM OF INVESTMENT AGREEMENT BETWEEN THE COMPANY AND CERTAIN PURCHASERS Exhibit 4.2 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT, dated as of [ , 2003] (this Agreement), is entered into by and between ACCLAIM ENTERTAINMENT INC. , a Delaware corporation (the Company), and those persons named on Schedule 1 hereto (together, the Purchasers). RECITALS: WHEREAS, the Company and the Purchasers are executing and delivering this Agreement _____________ Acclaim Entertainment, Inc. – thereunto entitled at the following addresses, or at such other addresses as a party may designate by five days advance written notice to each of the other parties hereto. Company: Acclaim Entertainment, Inc. One Acclaim Plaza Glen Cove, New York 11542 ATTENTION: Gerard Agoglia Chief Financial Officer Tel.: (516) 656-5000 Fax: (516) 656-2039 with a copy to: Acclaim Entertainment, Inc. _____________ Acclaim Entertainment, Inc. – Company: Acclaim Entertainment, Inc. One Acclaim Plaza Glen Cove, New York 11542 ATTENTION: Gerard Agoglia Chief Financial Officer Tel.: (516) 656-5000 Fax: (516) 656-2039 with a copy to: Acclaim Entertainment, Inc. One Acclaim Plaza Glen Cove, New York 11542 ATTENTION: Edward M. Slezak Vice President, Corporate Counsel Tel.: (516) 656-5000 Fax: (516) 656-2045 Purchasers: [Insert Contact Information as _____________ ACCLAIM ENTERTAINMENT, INC. – permanent injunctive relief in any such case without the necessity of proving actual damages. IN WITNESS WHEREOF, this Investment Agreement has been duly executed by each of the undersigned. COMPANY: ACCLAIM ENTERTAINMENT, INC. By: Name: Title: PURCHASER: By: Name: Title: PURCHASER: By: Name: Title: SCHEDULE 1 Name of Purchaser Number of Shares Dollar Amount SCHEDULE 3(b) Outstanding Derivative Securities and Related _____________ dt 1322207 ;	Acclaim Acclaim Entertainment Inc. ( Software & Programming ) As referenced in this Investment Agreement: Acclaim Entertainment, Inc. – thereunto entitled at the following addresses, or at such other addresses as a party may designate by five days advance written notice to each of the other parties hereto. Company: Acclaim Entertainment, Inc. One Acclaim Plaza Glen Cove, New York 11542 ATTENTION: Gerard Agoglia Chief Financial Officer Tel.: (516) 656-5000 Fax: (516) 656-2039 with a copy to: Acclaim Entertainment, Inc. _____________ Acclaim Entertainment, Inc. – Company: Acclaim Entertainment, Inc. One Acclaim Plaza Glen Cove, New York 11542 ATTENTION: Gerard Agoglia Chief Financial Officer Tel.: (516) 656-5000 Fax: (516) 656-2039 with a copy to: Acclaim Entertainment, Inc. One Acclaim Plaza Glen Cove, New York 11542 ATTENTION: Edward M. Slezak Vice President, Corporate Counsel Tel.: (516) 656-5000 Fax: (516) 656-2045 Purchasers: [Insert Contact Information as _____________ ACCLAIM ENTERTAINMENT, INC. – permanent injunctive relief in any such case without the necessity of proving actual damages. IN WITNESS WHEREOF, this Investment Agreement has been duly executed by each of the undersigned. COMPANY: ACCLAIM ENTERTAINMENT, INC. By: Name: Title: PURCHASER: By: Name: Title: PURCHASER: By: Name: Title: SCHEDULE 1 Name of Purchaser Number of Shares Dollar Amount SCHEDULE 3(b) Outstanding Derivative Securities and Related _____________ dt 1455656
$79	Preview Full Doc	2000	Investment Agreement Investment Agreement (211K) Doc #1183043: Click preview link for longer preview. [Notarial Deed] INVESTMENT AGREEMENT BY AND AMONG PORTAL SOFTWARE, INC. HELIANTHUS VERMOEGENSVERWALTUNGGESELLSCHAFT MBH AND THE SHAREHOLDERS OF SOLUTION42 AG Dated as of November 2, 2000 ________________________________________________________________________________ <PAGE> INVESTMENT AGREEMENT This Investment Agreement (this "Agreement") is made and . . . 1183043	Portal Software Portal Software, Inc. ( Software & Programming ) As referenced in this Investment Agreement: PORTAL SOFTWARE, INC. – 2 <FILENAME>0002.txt <DESCRIPTION>INVESTMENT AGREEMENT <TEXT> <PAGE> Exhibit 2.1 EXECUTION COPY ________________________________________________________________________________ [Notarial Deed] INVESTMENT AGREEMENT BY AND AMONG PORTAL SOFTWARE, INC. HELIANTHUS VERMOEGENSVERWALTUNGGESELLSCHAFT MBH AND THE SHAREHOLDERS OF SOLUTION42 AG Dated as of November 2, 2000 ________________________________________________________________________________ <PAGE> INVESTMENT AGREEMENT This Investment Agreement (this "Agreement") is made and _____________ Portal Software, Inc. – Dated as of November 2, 2000 ________________________________________________________________________________ <PAGE> INVESTMENT AGREEMENT This Investment Agreement (this "Agreement") is made and entered into as of November 2, 2000, by and among Portal Software, Inc. , a Delaware corporation having its principal place of business at 10200 South De Anza Blvd, Cupertino, California, USA ("Parent"), each of the entities and individuals listed on Exhibit A ( _____________ Portal Software, Inc. – OPTION SALE AND ASSIGNMENT AGREEMENT AGREEMENT FOR THE SALE AND ASSIGNMENT OF SHARES IN PORTAL SOLUTION GMBH between: (1) . (in this Agreement also referred to as the Vendor) and (2) Portal Software, Inc. (in this Agreement also referred to as the Purchaser) Recitals (A) The Vendor and the Purchaser are shareholders of Portal Solution GmbH (in this Agreement also referred to as _____________ Portal Software, Inc. – OPTION SALE AND ASSIGNMENT AGREEMENT AGREEMENT FOR THE SALE AND ASSIGNMENT OF SHARES IN PORTAL SOLUTION GMBH between: (1) . (in this Agreement also referred to as the Vendor) and (2) Portal Software, Inc. (in this Agreement also referred to as the Purchaser) Recitals (A) The Vendor and the Purchaser are shareholders of Portal Solution GmbH (in this Agreement also referred to as _____________ dt 1707695 ;	Portal Software Portal Software, Inc. ( Software & Programming ) As referenced in this Investment Agreement: PORTAL SOFTWARE, INC. – 2 <FILENAME>0002.txt <DESCRIPTION>INVESTMENT AGREEMENT <TEXT> <PAGE> Exhibit 2.1 EXECUTION COPY ________________________________________________________________________________ [Notarial Deed] INVESTMENT AGREEMENT BY AND AMONG PORTAL SOFTWARE, INC. HELIANTHUS VERMOEGENSVERWALTUNGGESELLSCHAFT MBH AND THE SHAREHOLDERS OF SOLUTION42 AG Dated as of November 2, 2000 ________________________________________________________________________________ <PAGE> INVESTMENT AGREEMENT This Investment Agreement (this "Agreement") is made and _____________ Portal Software, Inc. – Dated as of November 2, 2000 ________________________________________________________________________________ <PAGE> INVESTMENT AGREEMENT This Investment Agreement (this "Agreement") is made and entered into as of November 2, 2000, by and among Portal Software, Inc. , a Delaware corporation having its principal place of business at 10200 South De Anza Blvd, Cupertino, California, USA ("Parent"), each of the entities and individuals listed on Exhibit A ( _____________ Portal Software, Inc. – OPTION SALE AND ASSIGNMENT AGREEMENT AGREEMENT FOR THE SALE AND ASSIGNMENT OF SHARES IN PORTAL SOLUTION GMBH between: (1) . (in this Agreement also referred to as the Vendor) and (2) Portal Software, Inc. (in this Agreement also referred to as the Purchaser) Recitals (A) The Vendor and the Purchaser are shareholders of Portal Solution GmbH (in this Agreement also referred to as _____________ Portal Software, Inc. – OPTION SALE AND ASSIGNMENT AGREEMENT AGREEMENT FOR THE SALE AND ASSIGNMENT OF SHARES IN PORTAL SOLUTION GMBH between: (1) . (in this Agreement also referred to as the Vendor) and (2) Portal Software, Inc. (in this Agreement also referred to as the Purchaser) Recitals (A) The Vendor and the Purchaser are shareholders of Portal Solution GmbH (in this Agreement also referred to as _____________ dt 1707718
$46	Preview Full Doc	2003	Bridge Loan and Investment Agreement Bridge Loan and Investment Agreement (98K) Doc #1199930: Click preview link for longer preview. MAKEMUSIC! INC. BRIDGE LOAN AND INVESTMENT AGREEMENT This Bridge Loan and Investment Agreement (the “Agreement”), submitted as of the date set forth on the Signature Page, is between MakeMusic! Inc., a Minnesota corporation (the “Company”), and the undersigned investor (the “Investor”). RECITALS The Company needs capital to fund its operations. The Investor desires to lend funds to the Company on the terms and conditions set forth in this Agreement. The Investor and other investors (collectively, . . . 1199930	MakeMusic! MakeMusic! Inc. ( Software & Programming ) As referenced in this Bridge Loan and Investment Agreement: MAKEMUSIC! INC. – exv4w1 EXHIBIT 4.1 MAKEMUSIC! INC. BRIDGE LOAN AND INVESTMENT AGREEMENT This Bridge Loan and Investment Agreement (the “Agreement”), submitted as of the date set forth on the Signature Page, is between MakeMusic! _____________ MakeMusic! Inc. – MAKEMUSIC! INC. BRIDGE LOAN AND INVESTMENT AGREEMENT This Bridge Loan and Investment Agreement (the “Agreement”), submitted as of the date set forth on the Signature Page, is between MakeMusic! Inc. , a Minnesota corporation (the “Company”), and the undersigned investor (the “Investor”). RECITALS The Company needs capital to fund its operations. The Investor desires to lend _____________ ;MakeMusic! Inc. – Bridge Warrant) are collectively referred to in this Agreement as the “Securities.” 2. Loan/Promissory Note. The Investor shall tender the Investor’s checks payable to “;MakeMusic! Inc. ” to the Company at 6210 Bury Drive, Eden Prairie, MN 55346 or make a wire transfer to the Company in an aggregate dollar amount equal to the Principal _____________ MAKEMUSIC! INC. – INVESTOR SIGNATURE: Date: SECOND SIGNATURE (if applicable): Date: IRA CUSTODIAN SIGNATURE (if applicable): Date: By (print name): IRA Custodian 9 ENTITY INVESTOR SIGNATURE: By ___________________________________________ Date: ________________________ Its ________________________________________ ACCEPTANCE: MAKEMUSIC! INC. hereby executes this Agreement as of the date set forth below. By ___________________________________________ Date: ________________________ Its ________________________________________ 10 Schedule to Bridge Loan and Investment Agreement between MakeMusic! Inc. and _____________ MakeMusic! Inc. – ________________________________________ ACCEPTANCE: MAKEMUSIC! INC. hereby executes this Agreement as of the date set forth below. By ___________________________________________ Date: ________________________ Its ________________________________________ 10 Schedule to Bridge Loan and Investment Agreement between MakeMusic! Inc. and Investors identified below Principal Amount of Investor Name Bridge Note Date Gordon Buchanan $ 37,000 10/15/2002 François de Gaspé Beaubien 63,380 09/ _____________ dt 1510133 ;	MakeMusic! MakeMusic! Inc. ( Software & Programming )
$54	Preview Full Doc	2006	Strategic Investment Agreement Strategic Investment Agreement (110K) Doc #1207806: Click preview link for longer preview. STRATEGIC INVESTMENT AGREEMENT BETWEEN DIGIMARC CORPORATION AND MACROVISION CORPORATION DATED AS OF SEPTEMBER 17, 2000 TABLE OF CONTENTS PAGE ARTICLE I. PURCHASE AND SALE OF ADDITIONAL SHARES 2 1.1 PURCHASE AND SALE OF THE ADDITIONAL SHARES 2 1.2 THE CLOSING 2 1.3 JDA AMENDMENT 2 ARTICLE II. REPRESENTATIONS AND . . . 1207806	Digimarc Digimarc Corp. ( Software & Programming )
$57	Preview Full Doc	2006	Strategic Investment Agreement Strategic Investment Agreement (114K) Doc #1207807: Click preview link for longer preview. STRATEGIC INVESTMENT AGREEMENT BETWEEN DIGIMARC CORPORATION AND KONINKLIJKE PHILIPS ELECTRONICS N.V. DATED AS OF SEPTEMBER 17, 2000 TABLE OF CONTENTS PAGE ARTICLE I. Purchase and Sale of Shares 2 1.1 Purchase and Sale of the Shares 2 1.2 The Closing 2 1.3 Newco Collaboration 2 1.4 Consulting Agreement 3 . . . 1207807	Digimarc Digimarc Corp. ( Software & Programming )
$67	Preview Full Doc	2000	Strategic Investment Agreement Strategic Investment Agreement (122K) Doc #1207918: Click preview link for longer preview. STRATEGIC INVESTMENT AGREEMENT BETWEEN DIGIMARC CORPORATION AND MACROVISION CORPORATION DATED AS OF SEPTEMBER 17, 2000 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> PAGE <S> . . . 1207918	Digimarc Digimarc Corp. ( Software & Programming ) ; Koninklijke Koninklijke Philips Electronics NV ( Conglomerates ) As referenced in this Strategic Investment Agreement: Koninklijke Philips Electronics – such shares, the "ADDITIONAL SHARES") at a purchase price of the lower of (i) $20.00 per share and (ii) the price to be paid for the Common Stock by Koninklijke Philips Electronics N.V. or an Affiliate thereof ("PHILIPS") for the purchase of approximately twelve percent (12%) of the issued and outstanding Common Stock pursuant to the Strategic Investment Agreement between the _____________ Koninklijke Philips Electronics – partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association, or any foreign trust or foreign business organization or any Governmental Authority. "PHILIPS" shall mean Koninklijke Philips Electronics N.V., a Netherlands corporation. "PHILIPS STRATEGIC INVESTMENT AGREEMENT" shall have the meaning set forth in the recitals to this Agreement. "PIGGYBACK INVESTORS" shall have the meaning set forth in _____________ dt 1331023 ;	Manatt Phelps Manatt, Phelps & Phillips ( Legal ) As referenced in this Strategic Investment Agreement: MANATT, PHELPS – If to the Investor: MACROVISION CORPORATION 1341 Orleans Drive Sunnyvale, CA 94089 Telephone: (408) 743-8461 Facsimile: (408) 743-8610 Attention: Ian R. Halifax, Chief Financial Officer With copies to: MANATT, PHELPS & PHILLIPS, LLP 1001 Page Mill Road, Building 2 Palo Alto, CA 94304 Telephone: (650) 812-1320 33 <PAGE> Facsimile: (650) 213-0260 Attention: David Herbst, Esq. & _____________ dt 1516269