REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 17, 2007, between Zealous Trading Group, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SERIES B COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC.Security Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 earlier of (i) Authorized Share Approval or (ii) the 18th month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of 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).
5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 17, 2008Convertible Security Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Debentures of Zealous Trading Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 5% Senior Secured Convertible Debenture due October 17, 2008 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
This SECURITY AGREEMENT, dated as of October 17, 2007 (this “Agreement”), is among Zealous Trading Group, Inc., a Nevada corporation (the “Company”), ASNI II, Inc., a Delaware corporation (“ASNI”), Zealous Holdings, Inc., a Delaware corporation (the “Guarantor” and together with the Company, the “Debtors”) and the holders of the Company’s 5% Senior Secured Convertible Debentures due October 17, 2008 and issued on October 17, 2007 in the original aggregate principal amount of $6,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2007 between Zealous Trading Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 2 PLAN OF REORGANIZATION PLAN OF ORGANIZATIONPlan of Reorganization • April 28th, 2000 • Atlantic Syndication Network Inc • Services-allied to motion picture production • Nevada
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 20th, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “AGREEMENT”) is made and entered into as of July 16, 2007, by and among Atlantic Syndication Network, Inc. a Nevada corporation (the “PARENT”), ASNI II, INC., a Delaware corporation (the “MERGER SUB”) and ZEALOUS HOLDINGS, INC., a Delaware corporation (the “COMPANY”). Capitalized terms used in this Agreement without definition shall have the meanings set forth or referenced in ARTICLE VIII.
COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC.Common Stock Purchase Warrant • November 21st, 2007 • Zealous Trading Group, Inc. • Services-allied to motion picture production • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Porter Partners, LP, California limited partnership (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 October 5, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), 5,000,000 shares (the “Warrant Shares”) of common stock, par value $.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).
EXHIBIT 10.2 PROFIT PARTICIPATION AGREEMENT PROFIT PARTICIPATION AGREEMENT This Agreement ("Agreement") is made and entered into this 17th day of January, 1999, by and between Atlantic Syndication Network, Inc., referred to as (ASNI), a Nevada...Profit Participation Agreement • May 16th, 2000 • Atlantic Syndication Network Inc • Services-allied to motion picture production
EXHIBIT 10.3Agreement With Promotion Publishing Company • April 28th, 2000 • Atlantic Syndication Network Inc • Services-allied to motion picture production • Nevada
This AGREEMENT identifies the mutual understanding between Promotion Publishing hereinafter referred to as Promo and Atlantic Syndication Network, Inc. hereinafter referred to as ASNI.
EXHIBIT 2 PLAN OF REORGANIZATION PLAN OF ORGANIZATIONPlan of Reorganization • June 15th, 1999 • Atlantic Syndication Network Inc • Nevada
SERIES A COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC.Series a Common Stock Purchase Warrant • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________(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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), _______ shares (the “Warrant Shares”) of common stock, par value $.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).
LIQUID MANAGEMENT PARTNERS, LLC DISTRIBUTION AGREEMENT With HEALTH & WELLNESS PARTNERS, INC.Distribution Agreement • March 11th, 2009 • Zealous, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
* Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission.
ContractConvertible Promissory Note • March 5th, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE 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, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AGREEMENTMerger Agreement • May 6th, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production
This Agreement (“Agreement”) is entered into on this 30th day, of April, 2008 by and between Zealous Trading Group, Inc. (fka Atlantic Syndication Network Inc.), a Nevada corporation (the “Parent”), ASNI II, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Zealous Holdings, Inc., a Delaware corporation (the “Company”). This Agreement is in reference to that certain Agreement and Plan of Merger dated July 16, 2007 (“Merger Agreement”). Capitalized terms used in this Agreement without definition shall have the meanings as set forth in the Merger Agreement. Parent, Merger Sub and Company are collectively referred to herein as “Parties.”
GUARANTEEGuarantee • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
GUARANTEE, dated as of October 17, 2007 (this “Guarantee”), made by Zealous Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Zealous Trading Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.
SECURITY AGREEMENTSecurity Agreement • October 22nd, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • New York
Security Agreement (the “Agreement”) dated October 5, 2007 made by Zealous Trading Group, Inc., a Nevada corporation (“Debtor”), in favor of _______________ a ______ limited partnership (the “Secured Party”).
INDEPENDENT CONTRACTOR SERVICES AGREEMENT (SALES)Independent Contractor Agreement • March 27th, 2009 • Zealous, Inc. • Security & commodity brokers, dealers, exchanges & services • Georgia
This Independent Contractor Agreement (this “Agreement”) is effective as of the 23 day of, 2009, and is by and between RockHard Laboratories, LLC ("the Company"), and Health and Wellness Partners, Inc. (the “Independent Contractor").
ZEALOUS HOLDINGS, INC.Merger Agreement • May 15th, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production
Reference is made to that certain Agreement and Plan of Merger dated July 16, 2007 (“Merger Agreement”) among Zealous Trading Group Inc. (fka Atlantic Syndication Network, Inc.), a Nevada corporation (the “Parent”), ASNI II, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Zealous Holdings, Inc., a Delaware corporation (“Company”).
MODIFICATION AGREEMENTModification Agreement • March 27th, 2009 • Zealous, Inc. • Security & commodity brokers, dealers, exchanges & services
Rock Hard Laboratories, LLC (“the Company”), and Health and Wellness Partners, Inc., (the “Independent Contractor”), agree as follows:
PARENT VOTING AGREEMENTVoting Agreement • July 20th, 2007 • Atlantic Syndication Network Inc • Services-allied to motion picture production • Nevada
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2007, by and among Zealous Holdings, Inc., a Delaware corporation (the “Company”), and each of the undersigned shareholders (each, a “Shareholder”) of Atlantic Syndication Network, Inc., a Nevada corporation (the “Parent”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 21st, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production
This Amendment to Agreement and Plan of Merger (this “Amendment”) is made as of this 15th day of February 2008, among Zealous Trading Group, Inc. (fka Atlantic Syndication Network, Inc.), a Nevada corporation (“ZTG”), ASNI II, Inc., a Delaware corporation and wholly-owned subsidiary of ZTG (“ASNI II”) and Zealous Holdings, Inc., a Delaware corporation (“ZH”).
CONTRACT FOR SERVICES AND OFFSET AGREEMENT TO THE PROFIT PARTICIPATION AGREEMENT This agreeement is dated September 14, 1999 between Atlantic Syndication Network, Inc. (ASNI) and Ramon Bonin (RBC).Contract for Services and Offset Agreement • May 16th, 2000 • Atlantic Syndication Network Inc • Services-allied to motion picture production
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 6th, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production
This Second Amendment to Agreement and Plan of Merger (this “Second Amendment”) is made as of this 30th day of April 2008, among Zealous Trading Group, Inc. (fka Atlantic Syndication Network, Inc.), a Nevada corporation (“ZTG”), ASNI II, Inc., a Delaware corporation and wholly owned subsidiary of ZTG (“ASNI II”) and Zealous Holdings, Inc., a Delaware corporation (“ZH”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production • New York
The undersigned hereby certifies, pursuant to Section 4.2.b(iii) of the Asset Purchase Agreement dated as of ________ (the “Agreement”), among Zealous Trading Group, a Nevada corporation (“Buyer”); Transfer Online Technology Development, LLC, an Oregon limited liability company; and ________ and ________, the sole Members of Seller that:
Cost of Living Increases- The Lessee agrees to pay a "Cost of Living" increase of 3 per cent per annum. Option-One (1), Three (3) year term to commence on the 1st day of March , 200 6 , and ending on the 28 th of February , 2009 , "terms and...General Lease • July 13th, 2001 • Atlantic Syndication Network Inc • Services-allied to motion picture production
This Lease, executed at Las Vegas, Nevada, this 26 day of February , 2000, by and between Kent Wyatt &/or Assigns and Atlantic Syndication Network, Inc. , hereinafter called respectively Lessor and Lessee.
