STOCK PURCHASE AGREEMENT by and between Media and Entertainment.com, Inc., a Nevada corporation (the "Company"),Stock Purchase Agreement • April 5th, 2004 • Media & Entertainment Com Inc • Services-business services, nec • Delaware
Exhibit 2.1 ASSET PURCHASE AGREEMENT This Agreement entered into this 30th day of July 2001 by and between Matthews Affiliated Productions, Inc. (hereinafter individually and collectively "Selling Shareholder") and Media and Entertainment.com, Inc. a...Asset Purchase Agreement • October 1st, 2001 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
AMENDMENTAddendum • April 5th, 2004 • Media & Entertainment Com Inc • Services-business services, nec
Exhibit 10.1 500 North Rainbow Boulevard Suite 300 Media and Entertainment.com, Inc Las Vegas, Nevada 89107 LETTER AGREEMENT This Letter Agreement is entered into as of October 1, 2001 (the "Effective Date") by and between Media and Entertainment.com,...Letter Agreement • April 15th, 2003 • Media & Entertainment Com Inc • Services-business services, nec • California
RECITALSFinancial Consulting Services Agreement • September 5th, 2001 • Media & Entertainment Com Inc • Services-business services, nec
Exhibit 4.1 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of December 20,2001 between Media and Entertainment.com, Inc., a Nevada corporation (the "Company"), and Scott Bleazard ("Consultant"), an...Consulting Services Agreement • January 4th, 2002 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
WINSONIC DIGITAL MEDIA GROUP, LTD.Note Agreement • April 15th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec
THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE UNDERLYING SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE PAYOR (AS DEFINED BELOW), IN ITS SOLE DISCRETION, SHALL HAVE THE RIGHT TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.
VOID AFTER 5:00 P.M. (EST) ON FEBRUARY 9, 2009 WINSONIC DIGITAL MEDIA GROUP, LTD. STOCK PURCHASE WARRANTWarrant Agreement • April 15th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • New York
ContractConvertible Note • December 20th, 2007 • Winsonic Digital Media Group LTD • Services-business services, nec
NEITHER THIS NOTE NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY INTEREST IN THIS NOTE (INCLUDING THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE) MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS IS AVAILABLE.
EXHIBIT 10.1 REDEMPTION AGREEMENT REDEMPTION AGREEMENT ("Agreement"), made as of this 31st day of December 2001, by and among Matthew Moghadasian ("the Seller") with an address at P.O. Box 55127, Valencia, CA 91385 and Media and Entertainment.com,...Redemption Agreement • March 6th, 2002 • Media & Entertainment Com Inc • Services-business services, nec
Exhibit 4.2 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated as of June 7, 2001, between Media and Entertainment.com, Inc., a Nevada corporation (the "Company"), and Stephen Brock ("Consultant"), an...Consulting Services Agreement • June 19th, 2001 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
Press Release Media and Entertainment.com, Inc. and Winsonic Holdings, Ltd. Sign a Merger and Plan of Reorganization Agreement Wednesday July 21, 7:00 am ETMerger and Plan of Reorganization Agreement • August 10th, 2004 • Media & Entertainment Com Inc • Services-business services, nec
ATLANTA--(BUSINESS WIRE)--July 21, 2004--Media and Entertainment.com Inc. (OTCBB:MEDE - News) and Winsonic Holdings Ltd.(www.winsonic.net) signed the Merger and Plan of Reorganization Agreement Friday July 16, 2004. An addendum was also signed that designates August 13, 2004 as the closing deadline to complete the audit and to close the transaction with Winsonic Holdings, Ltd., with Winston Johnson as Media and Entertainment.com, Inc. Chief Executive Officer and sole shareholder of Winsonic Holdings, Ltd., and Media and Entertainment.com, Inc.
AMENDED AND RESTATED ACQUISITION AND SHARE EXCHANGE AGREEMENT By and Among WINSONIC DIGITAL MEDIA GROUP, LTD. And AUTOMATED INTERIORS, LLC. And WILLIAM H. MANN And JEFFREY FISCHER, The Members of Automated Interiors, LLC. Executed on May 15, 2006 and...Acquisition and Share Exchange Agreement • May 16th, 2006 • Winsonic Digital Media Group LTD • Services-business services, nec • Nevada
THIS AMENDED AND RESTATED ACQUISITION AND SHARE EXCHANGE AGREEMENT (this “Agreement”), executed on the 15th day of May, 2006 and effective for all purposes hereunder as of 11:59 p.m. (EST) on the 18th day of April, 2006, is made and entered into by and among WINSONIC DIGITAL MEDIA GROUP, LTD., a Nevada corporation (“WinSonic”), AUTOMATED INTERIORS, LLC, a Georgia limited liability company (“AI”), and WILLIAM H. MANN and JEFFREY FISCHER, the members of AI (“Mann and Fischer” or the “Members”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 24th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
This Stock Purchase Agreement (this “Agreement”) is made as of January 22, 2008, by and between Tap It, Inc., a Delaware corporation (the “Company”), and Winsonic Digital Media Group, Ltd., a Nevada corporation (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein as the “Parties” or a “Party”.
LOAN AGREEMENT AND SECURITY ASSIGNMENTLoan Agreement • April 15th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
This loan agreement and security assignment ("Agreement") is entered into on this 28th day of March 2008 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or “Obligor”) with an office located at 101 Marietta Street, NW, Suite 2600, Atlanta, Georgia 30303 and ________________, residing at _____________________ ("________________" or "Obligee"):
LOAN AGREEMENT AND SECURITY ASSIGNMENTLoan Agreement • April 15th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
This loan agreement and security assignment ("Agreement") is entered into on this 31st day of January 2008 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or “Obligor”) with an office located at 101 Marietta Street, NW, Suite 2600, Atlanta, Georgia 30303 and ____________, residing at _______________ ("___________" or "Obligee"):1. Loan Amount: Obligee hereby agrees to lend to Obligor the sum of _____________ dollars ($__________) (“Loan Amount”), and Obligor does hereby borrow and promise to repay this Senior Debt Loan Amount and to be retired by the close of the Company’s next Senior Debt Funding of a minimum $3M (up to $5M) which is anticipated to be finalized within ninety (90) days of filing the SEC Form 10-KSB, by June 30, 2008 ("Due Date"). Obligor has simultaneously herewith executed a promissory note ("Note") incorporated herein by reference, evidencing its repayment obligation hereunder.
REPURCHASE RIGHTS AGREEMENTRepurchase Rights Agreement • January 24th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • California
THIS REPURCHASE RIGHTS AGREEMENT (the “Agreement”) is effective as of the 17th day of January 2008, by and between WinSonic Digital Media Group, Ltd., a Nevada corporation (“WinSonic”), and Rosemary Nguyen, a California resident (“Nguyen”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • October 22nd, 2007 • Winsonic Digital Media Group LTD • Services-business services, nec • Nevada
This Confidential Settlement Agreement and Mutual Release (“Agreement”) is dated as of October 5, 2007 and is hereby entered into between NANA YALLEY (“Yalley”), and WINSONIC DIGITAL MEDIA GROUP, LTD (“Winsonic” or the “Company”).
CI² Professional Services Subcontractor Master Consulting AgreementSubcontractor Master Consulting Agreement • December 17th, 2004 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
This Subcontractor Master Consulting Agreement ("SMCA") is entered into on the 10th day of December, 2004 (the "Effective Date"), by and between CI², Inc., with its principal place of business at 200 Galleria Parkway, Suite 1200, Atlanta, Georgia 30339 ("CI²") and WinSonic Digital Media Group, Ltd. with its principal place of business at 200 Galleria Parkway, Suite 1200, Atlanta, Georgia 30339 ("Subcontractor") (each referred to herein as a "Party" and collectively as the "Parties").
Digital Media Group, Ltd. Phone: (404) 230-5705. . .Fax: (404) 230-5710Consulting Agreement • August 18th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec
This letter constitutes an agreement entered into as of this 10th day of July, 2008 between Winsonic Digital Media Group, Ltd., (“WinSonic”) and Burton Goldstein & Co., LLC (“Goldstein”) regarding consulting services to be provided to WinSonic.
LOAN AGREEMENT AND SECURITY ASSIGNMENTLoan Agreement • August 18th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
This loan agreement and security assignment ("Agreement") is entered into on this _ day of June 2008 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or “Obligor”) with an office located at 101 Marietta Street, NW, Suite 2600, Atlanta, Georgia 30303 and ABOVE NAMED INDIVIDUAL(S) residing at ______________________________ ("NAME" or "Obligee"):
LEASE AGREEMENTLease Agreement • June 27th, 2006 • Winsonic Digital Media Group LTD • Services-business services, nec
This Lease Agreement (this “Agreement”) is entered into as of this 22 day of June 2006, by and between WINSONIC DIGITAL MEDIA GROUP, LTD, a Georgia Profit Corporation (“Tenant”) and JT COMMUNICATIONS, LLC, a Georgia limited liability company (“JTC”).
Digital Media Group, Ltd.Loan Agreement • August 18th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
For Value received, this security assignment ("Agreement") is entered into on this 25 day of July 2008 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or “Obligor”) with his office located at 101 Marietta Street, NW, Suite 2600, Atlanta, Georgia 30303 and NAME residing at ______________ ("NAME " or "Obligee" or “Investor”):
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • January 24th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between plaintiff David I. Lefkowitz (“Plaintiff” or “DL”), on the one hand, and defendant Winston Johnson (“Johnson”), and defendant Winsonic Digital Media Group, Inc. (“Winsonic”) (collectively, “Defendants”), on the other hand. This Agreement also will refer to Plaintiff and Defendants individually as “Party” and to Plaintiff and Defendants collectively as “Parties.”
ADDENDUMAddendum to the Existing Agreement • January 14th, 2004 • Media & Entertainment Com Inc • Services-business services, nec
Exhibit 10.2 SERVICES AGREEMENT This Services Agreement (this "Agreement"), dated as of July 18, 2003, is by and between (i) Media and Entertainment.com, Inc., a Nevada corporation having offices located at 10120 S. Eastern Avenue, Suite 200, Las...Services Agreement • April 5th, 2004 • Media & Entertainment Com Inc • Services-business services, nec • California
Digital Media Group, Ltd.Consulting Agreement • August 24th, 2006 • Winsonic Digital Media Group LTD • Services-business services, nec
This letter constitutes an agreement between Winsonic Digital Media Group, Ltd., (“Winsonic” or the “Company”) and FraserNet, Inc. (“FraserNet”), a management-consulting firm, regarding consulting services to be provided by FraserNet to Winsonic.
EXCHANGE AGREEMENT dated as of August __, 2004, by and among Media and Entertainment.com, Inc., a Nevada corporation (the “Company”), Winston Johnson and __________________________________________ __________________________________________...Exchange Agreement • October 19th, 2004 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
In consideration of the covenants and agreements set forth herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
AMENDMENTAddendum • August 10th, 2004 • Media & Entertainment Com Inc • Services-business services, nec
This agreement (the “Amendment”) is made and entered into on July 16, 2004 by and between Media and Entertainment.com, Inc. (“M&E”) and Winsonic Holdings, Ltd. (“Winsonic”).
LOAN AGREEMENT AND SECURITY ASSIGNMENTLoan Agreement • April 15th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
This loan agreement and security assignment ("Agreement") is entered into on this 31st day of December 2007 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or “Obligor”) with his office located at 101 Marietta Street, NW, Suite 2600, Atlanta, Georgia 30303 and _____________, residing at ______________________ ("________" or "Obligee"):1. Loan Amount: Obligee hereby agrees to lend to Obligor the sum of ___________ dollars ($_______) (“Loan Amount”), and Obligor does hereby borrow and promise to repay the Loan Amount on or before February 15, 2008 ("Due Date"). Obligor has simultaneously herewith executed a promissory note ("Note") incorporated herein by reference, evidencing its repayment obligation hereunder.
DVERB MEDIA ASSETS & GOODWILL PURCHASE AGREEMENTGoodwill Purchase Agreement • May 15th, 2008 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
THIS GOODWILL PURCHASE AGREEMENT (the "Agreement") dated as of the 24th day of April, 2008, is made and entered into by and between WinSonic Digital Media Group, Ltd., a Nevada Corporation, located at 101 Marietta Street, Suite 2600, Atlanta, Georgia 30303 (the "Buyer") and Dverb Media Group, Inc., a Georgia corporation, located at 519 Connally Street, S.E., Atlanta, Georgia 30312 (the "Seller") (the Buyer and the Seller are sometimes referred to herein collectively as the "Parties").
JOINT MARKETING AND DEVELOPMENT AGREEMENTJoint Marketing and Development Agreement • December 17th, 2004 • Winsonic Digital Media Group LTD • Services-business services, nec
THIS JOINT MARKETING AND DEVELOPMENT AGREEMENT, including Exhibits, ("Agreement") is entered into by and between CI², INC. (hereinafter "CI²"), a Georgia corporation with offices located at 200 Galleria Park Suite 1200, Atlanta, GA 30339 and WinSonic Digital Media Group, Ltd. (hereinafter “WDMG”, "WinSonic", or “Company”), a California corporation with offices located at 200 Galleria Parkway, Suite 1200, Atlanta, GA 30339, effective as of December 10, 2004 (the “Effective Date”).
ContractConvertible Promissory Note • December 22nd, 2006 • Winsonic Digital Media Group LTD • Services-business services, nec • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
ContractSublease Agreement • June 27th, 2006 • Winsonic Digital Media Group LTD • Services-business services, nec • Georgia
THIS SUBLEASE AGREEMENT (the "Sublease") is made this 17th day of May, 2006 by and between WINSONIC DIGITAL MEDIA GROUP AND ROGERS TELECOM INC.
SHAREHOLDER AGREEMENTShareholder Agreement • October 19th, 2004 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
WHEREAS, the Company has agreed to issue to the Shareholder and his assignees on this date, an aggregate of 8 million shares (the “Merger Shares”) of the Company’s common stock, in addition to 2 million shares of common stock (the “Consultant Shares”) issued under a July 18, 2003 Consulting Agreement, pursuant to an Agreement and Plan of Reorganization dated as of July 16, 2004, as amended (the “Merger Agreement”) by and among the Company, Winston Johnson, Winsonic Acquisition Sub, Inc. and Winsonic Holdings, Ltd. (“Winsonic”);
