Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 146 767K
2: EX-3.1 Restated Certificate of Incorporation 29 135K
3: EX-3.3 By-Laws of the Registrant 16 79K
4: EX-10.1 1997 Stock Option Plan 13 55K
13: EX-10.10 Form of Option Stockholders Agreement 9 48K
14: EX-10.11 Stock Purchase Agreement Dated March 9, 1998 39 183K
15: EX-10.12 Stock Purchase Agreement Dated September 9, 1998 24 114K
16: EX-10.13 Stock and Warrant Purchase Agreement 31 143K
17: EX-10.14 Stock Purchase Agreement Dated May 17, 2000 22 118K
18: EX-10.15 Stock Purchase Agreement Dated May 17, 2000 29 161K
19: EX-10.16 Form of Warrant Delivered to the Purchasers 18 80K
20: EX-10.17 Shareholder Agreement 27 65K
21: EX-10.18 Amendment to Shareholders Agreement 4 30K
22: EX-10.19 Amended and Restated Shareholders Agreement 13 69K
5: EX-10.2 1999 Stock Option Plan 12 55K
23: EX-10.20 Walker and Jaeckle Shareholder Agreement 15 43K
24: EX-10.21 Stock Option Agreement 5 38K
25: EX-10.22 Amended and Restated Stockholders Agreement 46 188K
26: EX-10.23 Amend. #1 to Amended & Restated Stockholders Agmt 5 27K
27: EX-10.24 Amend #2 Waiver of Amended & Restated Stockholders 5 28K
28: EX-10.25 2nd Amended & Restated Stockholders Agmt 43 211K
29: EX-10.26 Amended & Restated Registration Rights Agmt 38 137K
30: EX-10.27 Amend #1 to Amended & Restated Registration Rights 4 28K
31: EX-10.28 2nd Amended & Restated Registration Rights 29 130K
32: EX-10.29 Indemnification Agreement 11 43K
6: EX-10.3 2000 Stock Incentive Plan 7 45K
33: EX-10.31 Guarantee Signed by Time, Inc. 1 17K
34: EX-10.32 Letter Agreement 3 24K
35: EX-10.33 Consulting Agreement 9 45K
36: EX-10.34 Employment Agreement 4 27K
37: EX-10.35 Letter Agreement 3 25K
38: EX-10.36 Employment Agreement 2 23K
39: EX-10.37 Subordinated Promissory Note 3 25K
40: EX-10.38 Subordinated Promissory Note 3 25K
41: EX-10.39 Subordinated Promissory Note 3 25K
7: EX-10.4 Form of Non-Qualified Stock Option Agreement 3 26K
42: EX-10.40 Subordinated Promissory Note 3 25K
43: EX-10.41 Promissory Note 2 20K
44: EX-10.42 Promissory Note 2 20K
45: EX-10.43 Promissory Note 2 20K
46: EX-10.44 Promissory Note 2 20K
47: EX-10.45 Promissory Note 2 20K
48: EX-10.46 Promissory Note 2 20K
49: EX-10.47 Loan Exchange Agreement 5 28K
50: EX-10.48 Revolving Promissory Note 3 25K
51: EX-10.49 Credit Agreement 47 170K
8: EX-10.5 Form of Option Shareholders Agreement 15 46K
52: EX-10.50 Promissory Note 3 21K
53: EX-10.51 Promissory Note 3 22K
54: EX-10.52 Lease 80 323K
55: EX-10.53 Lease 64 277K
56: EX-10.54 Settlement Agreement 8 51K
57: EX-10.55 Sales Representative Agreement 18 59K
58: EX-10.56 Limited Liability Company Agreement 25 102K
59: EX-10.59 Letter Agreement 2 20K
9: EX-10.6 Form of Non-Qualified Stock Option Agreement 3 26K
60: EX-10.60 Master Agreement 13 69K
61: EX-10.61 Revolving Promissory Note 4 25K
10: EX-10.7 Form of Option Shareholders Agreement 10 43K
11: EX-10.8 Form of Nonstatutory Stock Option Agreement 6 35K
12: EX-10.9 Form of Incentive Stock Option Agreement 6 35K
62: EX-16.1 Letter Regarding Change in Certifying Accountant 1 16K
63: EX-21.1 Subsidiaries of the Registrant 1 15K
64: EX-23.1 Consent of Arthur Andersen LLP 1 15K
65: EX-27.1 Financial Data Schedule 2 18K
EX-10.46 — Promissory Note
| EX-10.46 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 10.46
Promissory Note
December 30, 1999 $1,000,000
Stamford, CT
FOR VALUE RECEIVED, Synapse Group, Inc. ("Maker") hereby promises to pay to the
order of Michael Loeb ("Lender"), or his successors or assigns, the principal
amount of $1,000,000 as hereafter provided. The loan is payable on demand. The
interest rate is 10% per annum.
1. Payment.
-------
Payment will be made in full, including interest upon demand. Any default in
the payments due hereunder, which continues for more than 30 days, shall
constitute an Event of Default, as defined herein below.
2. Events of Default.
-----------------
If any of the following events shall occur, hereinafter individually referred to
as an event of default, the entire unpaid principal and accrued interest thereon
shall immediately become due and payable:
(a) Default in the making of any payment due under this Note when it
become due and payable and continuance of such default for a period of
30 days: or
(b) Bankruptcy proceeding on behalf of Maker
3. Acceleration on Default.
-----------------------
Maker and any endorser or guarantor of the obligation agree that upon the
occurrence of an Event of Default, this Note shall become due and payable
without notice, presentment, or demand of payment.
4. Non Waiver.
----------
No delay or failure on the part of Lender to exercise any power or right
hereunder shall operate as a waiver and such rights and powers shall be deemed
continuous, nor shall a partial exercise preclude full exercise; and no right or
remedy of Lender shall be deemed abridged or modified by any course of conduct
and no waiver thereof shall be predicated thereon, nor shall failure to exercise
any such power or right subject Lender to any liability.
5. Waiver.
------
Except as set forth herein above, Maker waives presentment, demand for payment,
notice of dishonor, and all other notices and demands in connection with the
delivery, acceptance, performance, default, or endorsement of this Note.
6. Jurisdiction.
------------
Lender and Maker hereby agree to submit themselves to the jurisdiction of the
State and Federal courts of the State of Connecticut, and each agrees to submit
itself to service of process with respect to such courts in connection with any
lawsuit arising under this Note or the transactions contemplated or described
hereunder.
7. Costs of Collection.
-------------------
Should the indebtedness represented by this Note or any part thereof be placed
in the hands of attorneys for collection after an Event of Default, as defined
herein, Maker agrees to pay the principal, premium, if any, and interest due and
payable hereon, and all costs of collecting this Note, including reasonable
attorneys fees and expenses.
8. Applicable Law.
--------------
This Note shall be governed by and construed in accordance with the laws of the
State of Connecticut without giving effect to principles of conflicts of law.
/s/ Jonathan A. Siegel
-------------------------------
By: NewSub Services, Inc.
/s/ Monika Heilbut
-------------------------------
Witness
2
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/26/00 | | | | | | | None on these Dates |
| | 12/30/99 | | 1 |
| List all Filings |
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