EXHIBIT 2.1 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (the "Agreement") dated as of May 17, 2007 (the "Effective Date"), is made by and between Fluid Media Networks, Inc., a Delaware corporation (the "Parent"), and Fluid Media Networks USA,...Contribution Agreement • May 23rd, 2007 • Fluid Media Networks, Inc. • Services-computer programming services • Delaware
SECURITY AGREEMENTSecurity Agreement • October 23rd, 2007 • Fluid Media Networks, Inc. • Services-business services, nec • California
THIS SECURITY AGREEMENT, dated as of October 17, 2007 (this “Security Agreement”), is made by Fluid Media Networks, Inc., a Nevada corporation (“Fluid”) and Trusonic, Inc., a Delaware corporation (“Trusonic”) (collectively, Fluid and Trusonic shall be referred to herein as the “Grantors”), in favor of those persons listed on the signature pages attached hereto (each, a “Secured Party,” and collectively, the “Secured Parties”).
FLUID AUDIO NETWORK, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • February 21st, 2007 • Fluid Media Networks, Inc. • Blank checks • California
THIS STOCK RESTRICTION AGREEMENT (the "Agreement") is entered into as of March 15, 2006 by and among Fluid Audio Network, Inc., a Delaware corporation (the "Company") and Robert Buch (the "Stockholder").
THIS PURCHASE AGREEMENT made as of the 6th day of September, 2007Purchase Agreement • September 18th, 2007 • Fluid Media Networks, Inc. • Services-business services, nec • Ontario
WHEREAS, pursuant to a convertible debenture and security agreement dated May 29, 2006 (the "Debenture") between Fluid Audio Network, Inc. ("FAN") and the Lender, FAN is indebted to the Lender thereunder (the "Indebtedness");
PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • February 21st, 2007 • Fluid Media Networks, Inc. • Blank checks
THIS PLAN AND AGREEMENT OF MERGER (hereinafter called the “Agreement”), dated as of February 14, 2007, is between Fluid Audio Networks, Inc., a Delaware corporation (“PARENT”), and Freedom 20, Inc., a Delaware corporation (“SUB”).
EXHIBIT 2.2 FLUID MEDIA NETWORKS, INC. AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the "Merger Agreement") dated as of May 17, 2007, is by and between Fluid Media Networks, Inc., a Delaware corporation ("Parent"), and FMN Merger...Merger Agreement • May 23rd, 2007 • Fluid Media Networks, Inc. • Services-computer programming services
SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2007 • Fluid Media Networks, Inc. • Services-business services, nec • California
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made by and between the investor signatory hereto (the “Investor”) and Fluid Media Networks, Inc., a Nevada corporation (the “Company”).
STOCK PURCHASE AGREEMENT BY AND AMONG FLUID MEDIA NETWORKS, INC. (“BUYER”), TRUSONIC, INC., (THE “COMPANY”), AND CERTAIN STOCKHOLDERS OF TRUSONIC, INC. (“SELLERS”) OCTOBER 17, 2007Stock Purchase Agreement • October 23rd, 2007 • Fluid Media Networks, Inc. • Services-business services, nec • California
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 17, 2007 by and among Fluid Media Networks, Inc., a Nevada corporation (“Buyer”), Trusonic Inc., a Delaware corporation (the “Company”), Joseph J. Tebo and the other Stockholders whose names appear on Schedule 2.01 attached to and made a part of this Agreement (each a “Seller” and collectively, “Sellers”).
THIS AGREEMENT is made the day of 2005 BETWEEN:Agreement • February 21st, 2007 • Fluid Media Networks, Inc. • Blank checks • California
FLUID AUDIO NETWORK, INC. January 1, 2005Consulting Agreement • July 17th, 2007 • Fluid Media Networks, Inc. • Services-computer programming services • California
We are pleased to provide Vizx Corporation ("Vizx") with this consulting agreement. This letter sets forth the terms of Vizx's consulting relationship with Fluid Audio Network, Inc. (the "Company") as well as our understanding with respect to any termination of this consulting relationship.
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • October 1st, 2007 • Fluid Media Networks, Inc. • Services-business services, nec • California
This Settlement Agreement and General Release (the “Agreement”) is made and entered into as of September 21, 2007, by and between Fluid Media Networks, Inc., a Nevada corporation (the “Company”), and David J. Williams (“Williams”). The Company and Williams are hereinafter collectively referred to as the “Parties.”
SECURED PROMISSORY NOTESecured Promissory Note • October 23rd, 2007 • Fluid Media Networks, Inc. • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, Fluid Media Networks, Inc., a Nevada corporation (“Borrower”), promises to pay to the order of _________ (“Lender”), at Los Angeles, California, or at such other place as Lender may from time to time designate by written notice to Borrower in accordance with this secured promissory note (the “Note”), in lawful money of the United States of America, in the manner and at the rate provided herein, the principal sum of ________ Dollars ($_____) (the “Principal Amount”) (subject to adjustment as provided below), on or prior to October 16, 2009 (such date, the “Maturity Date”). This Note is being made concurrently with and pursuant to the Stock Purchase Agreement, of even date herewith (the “Stock Purchase Agreement”), by and among Borrower, pursuant to which Borrower is purchasing one hundred percent (100%) of the issued and outstanding shares of capital stock of Trusonic, Inc. (“Company”) from the stockholders of Company. Except as otherwise expressly s
