VALCOM, INC.Warrant Agreement • August 27th, 2002 • Valcom Inc /Ca/ • Communications services, nec • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 17, 2004,...Warrant Agreement • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
SETTLEMENT AGREEMENT AND MUTUAL RELEASE WHEREAS, New Millennium Capital Partners II, LLC ("NMCP"), AJW Offshore Ltd. ("AJWO"), AJW Qualified Partners, LLC ("AJWQP") and AJW Partners, LLC ("AJWP," collectively with AJWQP, AJWO and NMCP, "Plaintiffs")...Settlement Agreement • May 22nd, 2006 • Valcom, Inc • Services-allied to motion picture production
COMMON STOCK PURCHASE WARRANT To Purchase 1,000,000 Shares of Common Stock of VALCOM, INC. COMMON STOCKSecurity Agreement • 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).
GUARANTYGuaranty • May 22nd, 2006 • Valcom, Inc • Services-allied to motion picture production • New York
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of August 17, 2004, by and among ValCom, Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns...Security Agreement • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 17, 2004,...Warrant Agreement • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,...Note Agreement • May 22nd, 2006 • Valcom, Inc • Services-allied to motion picture production
RECITALSStock Pledge Agreement • May 22nd, 2006 • Valcom, Inc • Services-allied to motion picture production • New York
ValCom, Inc.26030 Avenue Hall Studio #5 Valencia, CA 91355 Tel 661-257-8000 Fax 661-257-1780 Financing Agreement June 6, 2002Financing Agreement • August 8th, 2002 • Valcom Inc /Ca/ • Communications services, nec
ARTICLE IConvertible Note • June 19th, 2001 • Sbi Communications Inc • Communications services, nec • New York
Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 17, 2004, by and among ValCom, Inc., a Delaware corporation with its headquarters located at 41 North Mojave Road, Las Vegas, Nevada 89101...Registration Rights Agreement • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "Agreement") is dated as of September 22, 2009, between Valcom, Inc., a Nevada corporation with headquarters located at 2113A Gulf Boulevard, Indian Rocks Beach, FL 33785 (the...Securities Purchase Agreement • September 30th, 2009 • Valcom, Inc • Services-allied to motion picture production • Florida
SECURITY AGREEMENTSecurity 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”).
Exhibit 4.12 INTELLECTUAL PROPERTY SECURITY AGREEMENT Intellectual Property Security Agreement (this "Agreement" dated as of August 17, 2004, by and among ValCom, Inc., a Delaware corporation (the "Company"), and the secured parties signatory hereto...Intellectual Property Security Agreement • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
Exhibit 4.2 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and ValCom, Inc., a Delaware corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, Secured 8% Convertible Notes (the...Subscription Agreement • June 19th, 2001 • Sbi Communications Inc • Communications services, nec • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of August 17, 2004, by and among ValCom, Inc., a Delaware corporation, with headquarters located at 41 North Mojave Road, Las Vegas, Nevada 89101 (the "COMPANY"),...Securities Purchase Agreement • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
GUARANTY AND PLEDGE AGREEMENT GUARANTY AND PLEDGE AGREEMENT (this "Agreement"), dated as of August 17, 2004, among ValCom, Inc., a Delaware corporation (the "Company"), Vince Vellardita (the "Pledgor"), and the pledgees signatory hereto and their...Guaranty and Pledge Agreement • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
Employment Agreement This Employment Agreement ("Agreement") is made effective as of the 1st day of October 2000. by and between ValCom, Inc., a Delaware corporation (the "Corporation") and Vince M Vellardita ("Employee"). WHEREAS, the Corporation and...Employment Agreement • November 23rd, 2004 • Valcom Inc • Services-allied to motion picture production • California
GUARANTYGuaranty • 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").
STOCK PLEDGE AGREEMENTStock 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”).
VALCOM BURBANK STUDIOS PRODUCTION FACILITY AGREEMENT This agreement is made and entered into effect February 2, 2007 by and between VALCOM BURBANK STUDIOS, a California Company (hereinafter referred to as VBS) and Twelve Yard Holdings Inc. 7800...Production Facility Agreement • June 1st, 2007 • Valcom, Inc • Services-allied to motion picture production
NOTE PURCHASE AGREEMENTNote 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 IConvertible Note • August 8th, 2002 • Valcom Inc /Ca/ • Communications services, nec • California
WARRANT Original Issue Date: November 25, 2008Warrant Agreement • December 1st, 2008 • Valcom, Inc • 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”
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 17, 2004,...Stock Purchase Warrant • September 16th, 2004 • Valcom Inc • Communications services, nec • New York
AGREEMENT FOR THE PURCHASE AND SALE OF COMMON STOCK BY AND AMONG Faith TV LLC (a Florida corporation)Agreement for the 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."
SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Gentlemen: 1. To secure the payment of all Obligations (as hereafter defined),...Security Agreement • August 8th, 2002 • Valcom Inc /Ca/ • Communications services, nec • California
TERMINATION AGREEMENT This Termination Agreement (this "Termination Agreement"), dated as of September 15, 2004, is made and entered into by and between Eye Span Entertainment Network, Inc., ("ESEN"), with offices located at 41 North Mojave Road, Las...Termination Agreement • November 23rd, 2004 • Valcom Inc • Services-allied to motion picture production • Nevada
VALCOM, INC.Securities Purchase Agreement • August 8th, 2002 • Valcom Inc /Ca/ • Communications services, nec • California
VALCOM, INC.Warrant Agreement • August 27th, 2002 • Valcom Inc /Ca/ • Communications services, nec • Nevada
VALCOM STUDIOS, INC. 920 South Commerce St. Las Vegas, NV 89118Purchase Agreement • July 11th, 2006 • Valcom, Inc • Services-allied to motion picture production
EXHIBIT A ----------- FORM OF AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER by and between SBI Communications, Inc., a Delaware corporation and Valencia Entertainment Acquisition Corporation, a Delaware corporation on the one hand and...Merger Agreement • April 19th, 2001 • Sbi Communications Inc • Communications services, nec • California
