Zhong Sen International Tea Co Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 23rd, 2023 • Marquie Group, Inc. • Radio broadcasting stations • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 10, 2023, by and between THE MARQUIE GROUP, INC., a Florida corporation, with headquarters located at 7901 4th ST N, Suite 4000, St. Petersburg, FL 33702-4305 (the “Company”), and MACRAB LLC, a Florida limited liability company, with its address at 738 Mandalay Grove Ct., Merritt Island, FL 32953 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 28th, 2024 • Marquie Group, Inc. • Radio broadcasting stations

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 27, 2024, by and between THE MARQUIE GROUP, INC., a Florida corporation (the “Company”), and MACRAB LLC, a Florida limited liability company (together with its assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the standby equity commitment 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”).

COMMON STOCK PURCHASE WARRANT
Security Agreement • November 22nd, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Florida

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), MacRab LLC, a Florida limited liability company (including any permitted and registered assigns, 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 of issuance hereof, to purchase from The Marquie Group, Inc., a Florida corporation (the “Company”), 11,764,706 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain standby equity commitment agreement dated October 12, 2022, by and among the Company and the Holder (the “Purchase Agreement”).

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • January 29th, 2016 • Music of Your Life Inc • Radio broadcasting stations • California

THIS EQUITY PURCHASE AGREEMENT entered into as of the 24th day of July, 2015 (this "AGREEMENT"), by and between KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("INVESTOR"), and MUSIC OF YOUR LIFE INC., a Florida corporation (the "COMPANY").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2016 • Music of Your Life Inc • Radio broadcasting stations • California

This Registration Rights Agreement ("Agreement"), dated July 24, 2015, is made by and between MUSIC OF YOUR LIFE, INC., a Florida corporation ("Company"), and KODIAK CAPITAL GROUP, LLC a Delaware limited liability company (the "Investor").

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 23rd, 2019 • Marquie Group, Inc. • Radio broadcasting stations • Nevada
RSTOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 23rd, 2008 • Zhong Sen International Tea Co • Wholesale-groceries & related products • Florida

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective on , 2008 by and between Zhong Sen International Tea Company, a Florida corporation, (the "Company") and _____________________________________ (the “Purchaser”).

STANDBY EQUITY COMMITMENT AGREEMENT
Standby Equity Commitment Agreement • November 15th, 2024 • Marquie Group, Inc. • Radio broadcasting stations • Florida

This standby equity commitment agreement is entered into as of September 27, 2024 (this "Agreement"), by and between The Marquie Group, Inc., a Florida corporation (the "Company"), and MacRab LLC, a Florida limited liability company (the "Investor").

COMMON STOCK PURCHASE WARRANT
Securities Agreement • October 14th, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Florida

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), MacRab LLC, a Florida limited liability company (including any permitted and registered assigns, 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 of issuance hereof, to purchase from The Marquie Group, Inc., a Florida corporation (the “Company”), 11,764,706 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain standby equity commitment agreement dated October 12, 2022, by and among the Company and the Holder (the “Purchase Agreement”).

PROMISSORY NOTE DUE JULY 24, 2016
Promissory Note • July 28th, 2015 • Music of Your Life Inc • Radio broadcasting stations

THIS Note is a duly authorized issuance of up to $50,000.00 of MUSIC OF YOUR LIFE CORPORATION, a Florida corporation (the "Company") designated as its Note.

AGREEMENT AND PLAN OF MERGER Among ZHONG SEN INTERNATIONAL TEA COMPANY A Florida corporation, MUSIC OF YOUR LIFE MERGER SUB, INC. a Utah corporation and MUSIC OF YOUR LIFE, INC. a Nevada Corporation, Dated as of May 31, 2013 Effective May 31, 2013
Merger Agreement • June 5th, 2013 • Zhong Sen International Tea Co • Wholesale-groceries & related products • Nevada

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered as of May 31, 2013 by and among ZHONG SEN INTERNATIONAL TEA COMPANY, a Florida corporation (“ZSIT”), MUSIC OF YOUR LIFE, INC, a Nevada corporation (“MOYL”), and MUSIC OF YOUR LIFE MERGER SUB, INC., a Utah corporation and a direct wholly-owned subsidiary of ZSIT. (“Merger Sub").

SETTLEMENT AND MUTUAL RELEASE AGREEMENT
Settlement Agreement • February 22nd, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Delaware

THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (the "Agreement") dated as of February 8, 2022 (the “Effective Date”), is made by and between THE MARQUIE GROUP, INC., a Florida corporation (the “Company”) and Auctus Fund, LLC, a Delaware limited liability company (the "Investor") (together with the Company, the “Parties”).

AGREEMENT OF MERGER
Merger Agreement • September 6th, 2018 • Music of Your Life Inc • Radio broadcasting stations

This Agreement of Merger is entered into between Music of Your Life, Inc., a Nevada corporation (herein "Surviving Corporation") and The Marquie Group, Inc., a Utah Corporation (herein "Merging Corporation").

12% CONVERTIBLE NOTE DATED ________________, 2022
Convertible Note • September 30th, 2022 • Marquie Group, Inc. • Radio broadcasting stations

This Note, in the amount of $________________, replaces in its entirety that certain promissory note, originally issued by the maker hereof to ________________, in the face amount of $________________, dated ________________.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 27th, 2019 • Marquie Group, Inc. • Radio broadcasting stations

This Agreement and Plan of Merger is entered into between The Marquie Group, Inc., a Florida corporation (herein "Surviving Corporation") and Global Nutrition Experience, Inc., a Florida Corporation (herein "Merging Corporation").

Exchange Agreement
Exchange Agreement • September 30th, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Florida

This Exchange Agreement (this “Agreement”) is executed and made effective as of September ___, 2022, by and between The Marquie Group, Inc., a Florida corporation (the “Company”), and __________________, or its successors and/or assigns (“Holder”).

SETTLEMENT AND MUTUAL RELEASE AGREEMENT
Settlement Agreement • February 22nd, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Delaware

THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (the "Agreement") dated as of February 8, 2022 (the “Effective Date”), is made by and between THE MARQUIE GROUP, INC., a Florida corporation (the “Company”) and EMA Financial, LLC, a Delaware limited liability company (the "Investor") (together with the Company, the “Parties”).

STOCK PURCHASE AGREEMENT AMONG THE MARQUIE GROUP, INC. AND THE SHAREHOLDERS OF SIMPLY WHIM, INC. September 20, 2022
Stock Purchase Agreement • September 22nd, 2022 • Marquie Group, Inc. • Radio broadcasting stations • Florida
AGREEMENT TO ACQUIRE MARKETING AND COMMISSION AGREEMENT by and among YUNNAN ZHONGSEN FOREST CO., LTD. NO 68 WU YI ROAD 4TH FLOOR GUO FANG BUILDING KUNMING, YUNNAN 650032, P. R. CHINA and ZHONG SEN INTERNATIONAL TEA CO. HOLLYWOOD, FL 33020 A Florida...
Acquisition and Commission Agreement • September 10th, 2008 • Zhong Sen International Tea Co • Wholesale-groceries & related products

THIS ACQUISITION AGREEMENT, made and entered into this 29th day of August, 2008 (the “Closing Date”) by and among YUNNAN ZHONGSEN FOREST CO., LTD, a company established in the People’s Republic of China, with its principal place of business located at No 68 Wu Yi Road, 4th Floor Guo Fang Building, Kunming, Yunnan 650032, PEOPLE’S REPUBLIC OF CHINA, ("FOREST"); and Zhong Sen International Tea Company, a Florida Corporation with its principal place of business at 2416 Lincoln Street, Hollywood, FL 33020 ("ZSIT").

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