SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2014 • Max Sound Corp • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 1, 2014, by and between MAX SOUND CORPORATION, a Delaware corporation, with headquarters located at 2902A Colorado Avenue, Santa Monica, CA 90404 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2017 • Max Sound Corp • Services-computer processing & data preparation • New York
This securities purchase agreement (the “Agreement”), dated as of June 27, 2017, by and between Max Sound Corporation., a Delaware corporation, with headquarters located at 8837 Villa La Jolla Drive, Unit 12109, La Jolla, California 92039 (the “Company”), and Bellridge Capital LP, a Delaware company with its office at 515 E. Las Olas Boulevard, Suite 120A Fort Lauderdale, Florida 33301 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2012 • Max Sound Corp • Services-computer processing & data preparation • California
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2012, by and between MAX SOUND CORPORATION, a Delaware corporation (the “Company”), and GEM GLOBAL YIELD FUND, a company incorporated under the laws of the Cayman Islands (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2013 • Max Sound Corp • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 23, 2013, between Max Sound Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% CONVERTIBLE NOTEConvertible Security Agreement • August 14th, 2018 • Max Sound Corp • Services-computer processing & data preparation • New York
THIS 8% CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% Convertible Notes issued at a 8% original issue discount by Max Sound Corporation., a Delaware corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
ContractWarrant Agreement • January 26th, 2012 • Max Sound Corp • Services-computer processing & data preparation • California
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
ContractCollateralized Secured Promissory Note • August 11th, 2017 • Max Sound Corp • Services-computer processing & data preparation
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • So Act Network, Inc. • Services-computer processing & data preparation • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 11th day of May, 2010, by and between So Act Network, Inc., a Delaware corporation with offices at 10685-B, #6572, Hazelhurst Drive, Houston, TX 77043 (the “Corporation”), and Lloyd Trammell, an individual residing at 12323 Steeple Lane, Houston, TX 77039 (the “Executive”), under the following circumstances:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2014 • Max Sound Corp • Services-computer processing & data preparation • Utah
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 13, 2014, is entered into by and between Max Sound Corporation, a Delaware corporation (the “Company”), and Iliad Research and Trading, L.P., a Utah limited partnership (the “Buyer”).
ContractNote • August 14th, 2015 • Max Sound Corp • Services-computer processing & data preparation • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
SECURITY PURCHASE AGREEMENTSecurity Purchase Agreement • November 14th, 2014 • Max Sound Corp • Services-computer processing & data preparation • New York
THIS SECURITY PURCHASE AGREEMENT (the “Agreement”), dated as of August 21, 2014, is entered into by and among Max Sound Corporation, a Delaware corporation (the “Company”), and JDF Capital, Inc. (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein as a “party” and collectively as the “parties”.
ContractConvertible Note • May 19th, 2015 • Max Sound Corp • Services-computer processing & data preparation • California
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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.
SUBSCRIPTION AGREEMENT Exhibit ASubscription Agreement • October 24th, 2011 • Max Sound Corp • Services-computer processing & data preparation • Delaware
ContractConvertible Note • August 14th, 2015 • Max Sound Corp • Services-computer processing & data preparation • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (II) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (III) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
COMMON STOCK PURCHASE AGREEMENT DATED AS OF January 25, 2012 BY AND BETWEEN MAX SOUND CORPORATION AND GEM GLOBAL YIELD FUND LIMITEDCommon Stock Purchase Agreement • January 26th, 2012 • Max Sound Corp • Services-computer processing & data preparation • California
ContractCollateralized Secured Promissory Note • April 1st, 2015 • Max Sound Corp • Services-computer processing & data preparation
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • March 31st, 2014 • Max Sound Corp • Services-computer processing & data preparation • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAX SOUND CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ADVISORY BOARD CONSULTING AGREEMENTAdvisory Board Consulting Agreement • November 14th, 2014 • Max Sound Corp • Services-computer processing & data preparation • California
This MAX SOUND ADVISORY BOARD CONSULTING AGREEMENT is made effective as of August 6, 2014 (the “Effective Date”), by and between DAVID H. POHL, (the “Consultant”), an individual acting as an independent contractor, and MAX SOUND CORP., a Delaware corporation (the “Company”).
CREDIT LINE AGREEMENTCredit Line Agreement • July 6th, 2009 • So Act Network, Inc. • Non-operating establishments • Delaware
THIS CREDIT LINE AGREEMENT is entered into as of May 28, , 2009, between SO ACT NETWORK, INC., a Delaware corporation (“Borrower”), and Greg Halpern (“Lender”).
ContractWarrant Agreement • August 14th, 2014 • Max Sound Corp • Services-computer processing & data preparation • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAX SOUND CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ADVISORY BOARD CONSULTING AGREEMENTAdvisory Board Consulting Agreement • November 2nd, 2011 • Max Sound Corp • Services-computer processing & data preparation • California
This MAX SOUND ADVISORY BOARD CONSULTING AGREEMENT is made effective as of October 4, 2011 (the "Effective Date"), by and between CARL STUBNER, (the consultant), an individual acting as an independent contractor, and MAX SOUND, INC., a Delaware corporation (the "Company").
WEB DESIGN AND SOCIAL MEDIA ENGAGEMENT AGREEMENTWeb Design and Social Media Engagement Agreement • May 19th, 2015 • Max Sound Corp • Services-computer processing & data preparation
Thi s is an agreement made on March 17, 2015, by and between Max Sound Corporation, a Delaware Corporation ("Company") and Gabe Gunlock LLC of 810 El Carmel Pl. San Diego, CA 92109 ("Consultant").
MAX SOUND CORPORATION AND VSL COMMUNICATIONS LICENSING AND REPRESENTATION AGREEMENT (OPTIMIZED DATA TRANSMISSION SYSTEM & METHOD)Licensing Agreement • August 14th, 2014 • Max Sound Corp • Services-computer processing & data preparation • Delaware
THIS AGREEMENT ("Agreement") on May 19, 2014 is entered into by and between Max Sound Corporation, a Delaware corporation (hereinafter "MAXD") with its address at 2902A Colorado Avenue, Santa Monica, CA 90404 and VSL Communications (hereinafter "VSL") with its address at Great Eagle Centre, 21st Floor, 23 Harbour Road, Wanchai, Hong Kong. VSL is the lawful rights holder of all worldwide Intellectual Property Titled Optimized Data Transmission System and Method ("ODT"). Together MAXD and VSL shall hereinafter be the ("Parties"), and
CREDIT LINE AGREEMENTCredit Line Agreement • October 3rd, 2013 • Max Sound Corp • Services-computer processing & data preparation • Delaware
THIS CREDIT LINE AGREEMENT is entered into as of September 26, 2013, between MAX SOUND CORPORATION, a Delaware corporation (“Borrower”), and Greg Halpern (“Lender”).
GIGABLAST PROFESSIONAL SERVICES AGREEMENTProfessional Services • April 27th, 2009 • So Act Network, Inc. • Non-operating establishments
This Professional Services Agreement (the "Agreement') is made and entered into effective as of January 19, 2009 (the "Effective Date") by and between Gigablast Inc., a Delaware corporation with its principal offices at 4001 Rogan Ave. NE, Suite A, Albuquerque, New Mexico, 87109, and So Act Network, Int. ("Customer), a Delaware corporation with its principal offices at 5715 Will Clayton Parkway, #6572, Humble, TX 77338.
SO ACT NETWORK, INC. INDEPENDENT CONTRACTOR AGREEMENT WITH MATT WELLSIndependent Contractor Agreement • July 28th, 2009 • So Act Network, Inc. • Non-operating establishments • Nevada
Subject to the terms and conditions as set forth herein, So Act retains Matt Wells and Matt Wells hereby accepts So Act's retention to perform services described herein.
OFFER LETTER OF AGREEMENTOffer Letter of Agreement • January 25th, 2010 • So Act Network, Inc. • Services-computer processing & data preparation
We are pleased to make you the following offer. This agreement supersedes all others between us. We agree to grant you 500,000 three-year warrants of stock in So Act Network, Inc., (trading symbol SOAN) at $0.52 per share for your endorsement of our network (your photo, name, and quote approved by you). These warrants will come with Registration Rights and we will allow all or partial exercise by you at any time within the three year period. We also agree that we will add these warrants to our next Registration Statement even if you have not previously exercised any warrants prior to such time.
ACQUISITION OF MAX (Audio Technology) BY SO ACT NETWORK, INC. AGREEMENT AND PLAN OF ASSET ACQUISITIONAsset Acquisition Agreement • May 14th, 2010 • So Act Network, Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF ACQUISITION ("Agreement") is entered into by and between So Act Network, Inc., a Delaware corporation (hereinafter "SOAN") with its address at 10685-B Hazelhurst Drive, Houston, TX 77338, Audio Genesis Group LLC., a California corporation, the rights holder of MAX (hereinafter “AGG”) located at 20425 Roca Chica Drive, Malibu 90265, and Lloyd Trammell, the inventor and owner of 80% of the total membership interest in MAX (hereinafter “INV”) and Robert Wolff, the business partner of 20% of the total membership interest in MAX (hereinafter “BUS”), and
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.Agreement • January 21st, 2011 • So Act Network, Inc. • Services-computer processing & data preparation
ContractPublic Relations Services Agreement • February 22nd, 2011 • So Act Network, Inc. • Services-computer processing & data preparation • California
AGREEMENT is to be effective as of the 17th day of February-2011 by and between Equititrend Advisors, LLC, maintaining its principal offices at 11995 El Camino Real, Ste 301, San Diego, CA 92130 (hereinafter referred to as "Equititrend"), and So ACT NETWORK, INC. , which maintains its principal offices at 10685-B Hazelhurst Drive #6572 Houston, Texas 77043 , (hereinafter referred to as "Client").
AMENDMENT #1 TO THE CONVERTIBLE PROMISSORY NOTE ISSUED ON SEPTEMBER 8, 2016Convertible Promissory Note Amendment • May 12th, 2017 • Max Sound Corp • Services-computer processing & data preparation
WEB DESIGN AND SOCIAL MEDIA ENGAGEMENT AGREEMENTWeb Design and Social Media Engagement Agreement • May 19th, 2015 • Max Sound Corp • Services-computer processing & data preparation
This is an agreement made on January 21, 2015, by and between Max Sound Corporation, a Delaware Corporation ("Company") and William Collins ("Consultant").
Subject: Investor Relations Advisor AgreementInvestor Relations Advisor Agreement • November 14th, 2014 • Max Sound Corp • Services-computer processing & data preparation • California
This letter is to confirm our mutual understanding regarding your engagement of Riverview Capital Enterprises for the purpose of providing investor relations advisory services. This letter sets out the terms and conditions of our mutually contractual arrangement. If you are in agreement with the terms and conditions expressed herein, please indicate your acceptance of same by signing in the space provided below and returning one signed original directly to Mr. Jonathan Barkman at the address listed at the bottom of this document.
ESCROW AGREEMENTEscrow Agreement • April 1st, 2015 • Max Sound Corp • Services-computer processing & data preparation • New York
ESCROW AGREEMENT ("Escrow Agreement") dated as of November 5, 2014 by and among Max Sound Corporation ("Lender") and Adar Bays, LLC, a Florida limited liability Company ("Borrower") and New Venture Attorneys PC (“Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2015 • Max Sound Corp • Services-computer processing & data preparation • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2015 is by and between MAX SOUND CORPORATION., a Delaware corporation (the “Company”), and HONG KONG OPPORTUNITIES LLC, a Florida limited liability company (“HKO”).
