Valcom Inc /Ca/ Sample Contracts

VALCOM, INC.
Valcom Inc /Ca/ • August 27th, 2002 • Communications services, nec • Nevada
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ARTICLE I
Sbi Communications Inc • June 19th, 2001 • Communications services, nec • New York
RECITALS
Stock Pledge Agreement • May 22nd, 2006 • Valcom, Inc • Services-allied to motion picture production • New York
SECURITY AGREEMENT
Security Agreement • January 9th, 2009 • Valcom, Inc • Services-allied to motion picture production • New York

SECURITY AGREEMENT, dated as of January 6, 2009 (this “Agreement”), among Valcom, Inc., a Delaware corporation (the “Company” or the “Debtor”) and the holder of the Company’s 10% Secured Convertible Promissory Note due January 6, 2010 in the original aggregate principal amount of $100,000 (the “Note”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Party”).

GUARANTY
Guaranty • December 1st, 2008 • Valcom, Inc • Services-allied to motion picture production • New York

GUARANTY dated as of November 25, 2008 ("Guaranty") made by Vince Vellardita, an individual residing c/o Valcom, Inc. 2113A Gulf Boulevard, Indian Rocks, FL 33785 (“Guarantor”) in favor of Able Income Fund, LLC ("Lender").

GUARANTY
Guaranty • May 22nd, 2006 • Valcom, Inc • Services-allied to motion picture production • New York
STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • December 1st, 2008 • Valcom, Inc • Services-allied to motion picture production • New York

STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 25 day of November 2008 by and among Able Income Fund, LLC (the “Secured Party”), and those persons identified on the signature page hereof (each a “Pledgor”).

COMMON STOCK PURCHASE WARRANT To Purchase 1,000,000 Shares of Common Stock of VALCOM, INC. COMMON STOCK
Common Stock Purchase Warrant • January 9th, 2009 • Valcom, Inc • Services-allied to motion picture production

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Omnireliant Holdings, Inc.(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 Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Valcom, Inc., a Delaware corporation (the “Company”), up to 1,000,000 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “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).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • January 9th, 2009 • Valcom, Inc • Services-allied to motion picture production • New York

NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of January 6, 2009, by and between VALCOM, INC., a Delaware corporation (the “Company”), and OMNIRELIANT HOLDINGS, INC., a Nevada corporation (the “Investor”).

ARTICLE I
And Security Agreement • August 8th, 2002 • Valcom Inc /Ca/ • Communications services, nec • California
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WARRANT Original Issue Date: November 25, 2008
Valcom, Inc • December 1st, 2008 • Services-allied to motion picture production • New York

THIS CERTIFIES THAT, FOR VALUE RECEIVED, Able Income Fund, LLC or its registered assigns (“Holder”) is entitled to purchase from Valcom, Inc. (the “Company”), on the terms and conditions hereinafter set forth, at any time or from time to time from the date hereof until 5:00 p.m., Eastern Time, on the seven year anniversary of the Original Issue Date set forth above, or if such date is not a day on which the Company (as hereinafter defined) is open for business, then the next succeeding day on which the Company is open for business (such date is the “Expiration Date”), but not thereafter, to purchase up to 400,000 shares of the Common Stock, par value $.001 per share (the “Common Stock”), of the Company, at a purchase price of $0.10 per share (the “Exercise Price”), such number of shares and Exercise Price being subject to adjustment upon the occurrence of the contingencies set forth in this Warrant. Each share of Common Stock as to which this Warrant is exercisable is a “Warrant Share”

AGREEMENT FOR THE PURCHASE AND SALE OF COMMON STOCK BY AND AMONG Faith TV LLC (a Florida corporation)
Purchase and Sale of Common Stock • December 19th, 2008 • Valcom, Inc • Services-allied to motion picture production • Florida

THIS AGREEMENT FOR THE PURCHASE AND SALE OF COMMON STOCK (the “Agreement”) is made and entered into this the 15th December, 2008, by and between VALCOM, INC., a Delaware corporation (the "Buyer") and A. Kenneth Curtis, individually, William Curtis, individually, Jim West, individually, Mark McGregor, individually and Faith TV, LLC., a Florida corporation (the “Company”), 2607 Success Drive, Odessa, FL 33556, USA Kenneth Curtis, William Curtis, Jim West and Mark McGregor shall sometimes be collectively referred to herein as the “Sellers.” Buyer, Sellers and the Company are referred to collectively herein as the "Parties."

VALCOM, INC.
Securities Purchase Agreement • August 8th, 2002 • Valcom Inc /Ca/ • Communications services, nec • California
VALCOM, INC.
Valcom Inc /Ca/ • August 27th, 2002 • Communications services, nec • Nevada
VALCOM STUDIOS, INC. 920 South Commerce St. Las Vegas, NV 89118
Valcom, Inc • July 11th, 2006 • Services-allied to motion picture production
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