Date of Issuance: 4/17/14 10% CONVERTIBLE DEBENTURE DUE 10/18/14Securities Agreement • May 22nd, 2014 • Streamtrack, Inc. • Services-advertising
THIS DEBENTURE is a duly authorized and issued 10% Convertible Debenture of StreamTrack, Inc., having a principal place of business at 347 Chapala Street Santa Barbara, CA 93101 (the "Company"), due 10/18/14 (the "Debenture").
ASSET PURCHASE AGREEMENT between LUX DIGITAL PICTUTES INC. (a Wyoming corporation) and LUX DIGITAL PICTURES, GmbH, (a German Registered Company)Asset Purchase Agreement • April 10th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • Wyoming
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 1, 2008, between related “sister” Company’s Lux Digital Pictures GmbH, a German Registered Company, (“Seller” herein) and Lux Digital Pictures Inc., a Nevada corporation, (“Buyer” herein), is made with reference to the following provisions, and shall be effective upon payment of the Purchase Price and execution of this Agreement.
ASSET PURCHASE AGREEMENT between LUX DIGITAL PICTUTES INC. (a Wyoming corporation) and LUX DIGITAL PICTURES, GmbH, (a German Registered Company)Asset Purchase Agreement • May 13th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • Wyoming
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 1, 2008, between related “sister” Company’s Lux Digital Pictures GmbH, a German Registered Company, (“Seller” herein) and Lux Digital Pictures Inc., a Nevada corporation, (“Buyer” herein), is made with reference to the following provisions, and shall be effective upon payment of the Purchase Price and execution of this Agreement.
AMENDMENT, WAIVER AND EXCHANGE AGREEMENTAmendment, Waiver and Exchange Agreement • October 31st, 2013 • Streamtrack, Inc. • Services-advertising • New York
This Amendment, Waiver and Exchange Agreement (the “Agreement”), dated as of October 31, 2013, is by and between StreamTrack, Inc., a Wyoming corporation with offices located at 347 Chapala Street, Santa Barbara CA 93101 (the “Company”), and the holder identified on the signature page hereto (“Holder”).
SECURITIES SETTLEMENT AGREEMENTSecurities Settlement Agreement • May 22nd, 2014 • Streamtrack, Inc. • Services-advertising • Florida
THIS AGREEMENT (“Agreement”) is by and between Redwood Management, LLC (“CLAIMANT” or "Redwood") and the undersigned StreamTrack, Inc., ("COMPANY" or "DEBTOR") and is entered into as of the effective date below, all with reference to the following facts, which the parties agree are true and correct:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 21st, 2013 • Streamtrack, Inc. • Services-advertising • California
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of the 15th day of November 2013, by and among Dane Media, LLC., a New Jersey Limited Liability Corporation (the “Buyer”), and StreamTrack Media, Inc., a California corporation (“Buyer’s Subsidiary”), with respect to the following facts:
ASSET PURCHASE AGREEMENT between LUX DIGITAL PICTUTES INC. (a Wyoming corporation) and Vega 7 Entertainment, (a California Partnership)Asset Purchase Agreement • November 17th, 2008 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • Wyoming
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 1, 2008, between Vega 7 Entertainment(“ Seller “ herein), a California Partnership, and Lux Digital Pictures Inc., a Nevada corporation, (“Buyer” herein), is made with reference to the following provisions, and shall be effective upon payment of the Purchase Price and execution of this Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 18th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated April 14, 2008, between Midnight Movies Entertainment, Inc(" Seller " herein), a Nevada corporation, and Lux Digital Pictures GmbH., a German registered corporation, (“Buyer "), is made with reference to the following provisions, and shall be effective upon payment of the Purchase Price and execution of this Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 26th, 2013 • Streamtrack, Inc. • Services-advertising • California
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of the 21st day of November 2013, by and among Robot Fruit, Inc., a New York corporation (the “Seller”), StreamTrack, Inc., a Wyoming corporation (the “Buyer” or “Company”), and StreamTrack Media, Inc., a California corporation (“Buyer’s Subsidiary”), with respect to the following facts:
ASSET PURCHASE AGREEMENT between LUX DIGITAL PICTUTES INC. (a Wyoming corporation) and LUX DIGITAL PICTURES, GmbH, (a German Registered Company)Asset Purchase Agreement • November 17th, 2008 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • Wyoming
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 1, 2008, between related “sister” Company’s Lux Digital Pictures GmbH, a German Registered Company, (“Seller” herein) and Lux Digital Pictures Inc., a Nevada corporation, (“Buyer” herein), is made with reference to the following provisions, and shall be effective upon payment of the Purchase Price and execution of this Agreement.
MANAGEMENT AGREEMENT BY AND BETWEEN INGO JUCHT AND LUX DIGITAL PICTURES, INC., DATED SEPTEMBER 23, 2011Management Agreement • October 14th, 2011 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • California
AGREEMENT, entered into this 23rd day of September, 2011, between Lux Digital Pictures, Inc., a Wyoming corporation (the "Company"), and Ingo Jucht (the "Employee").
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • May 9th, 2013 • Streamtrack, Inc. • Services-advertising • California
This Settlement Agreement and Mutual General Release (“Agreement”), dated May 1st (the “Execution Date”), is entered into by and between (1) StreamTrack, Inc, formerly known as Lux Digital Pictures, Inc., StreamTrack Media, Inc and related entities (collectively, the “STREAM Parties” or “STREAM”) and (2) Rightmail Marketing, LLC , including its members, subsidiaries or affiliates (collectively, “RMM Parties” or “RMM”) and (3) Michael Freides and Jennifer Freides as individuals (INDIVIDUALS). Individually, the STREAM Parties, RMM Parties and INDIVIDUAL Parties are referred to herein as a “Party”; collectively, they are referred to as the “Parties.”
INVESTMENT AGREEMENTInvestment Agreement • April 30th, 2015 • Streamtrack, Inc. • Services-advertising • California
This Investment Agreement (the “Agreement”) is entered into as of the 27th day of April 2015 by and between StreamTrack, Inc., a Wyoming corporation (the “Company”), and RTV Media Corp., a Nevada corporation or its designees (the “Second Party”), with respect to the following facts:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • December 24th, 2008 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • California
This Consulting Agreement (“Agreement”), dated June 1, 2008, is made by and between Lux Digital Pictures, Inc (“Company”) and The Coleman Family Trust (“Trust”), for the services of T. Joseph Coleman, (“Consultant”).
LINE OF CREDIT AGREEMENTLine of Credit Agreement • June 4th, 2013 • Streamtrack, Inc. • Services-advertising
Whereas, RadioLoyalty, Inc. (the “Company”) was organized on December 1, 2011, the Company has consistently needed short term funding from its executives in order to continue operations. Michael Hill (“Hill”) has provided substantially all of this short term financing through two separate American Express credit cards.
AMENDMENTAsset Purchase Agreement • November 17th, 2008 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution
THIS AMENDMENT (“Amendment”), dated November 3, 2008, is to the ASSET PURCHASE AGREEMENT (“Agreement”) dated June 1, 2008 by and between Lux Digital Pictures, Inc (“Buyer”) and RTV Media Corp (“Seller”), and is made to modify the Agreement as follows:
AGREEMENTDistribution Agreement • March 20th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • California
This agreement (the "Agreement") is made and entered into as of August 23, 2006, by and between Lux Digital Pictures GmBH (individually and collectively, "Grantor") and Lions Gate Films Inc. ("LGF") with respect to that certain motion pictures presently entitled "Night of the Living Dead 3D".
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 23rd, 2012 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • California
This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
ASSIGNMENT OF ASSETS, SETTLEMENT AGREEMENT AND GENERAL RELEASEAssignment of Assets, Settlement Agreement and General Release • September 5th, 2013 • Streamtrack, Inc. • Services-advertising • New York
This Assignment of Assets, Settlement Agreement and General Release (this "Agreement") is made and entered into on August 30, 2013, by and among MDMD Ventures, LLC, a California limited liability company (“MDMD”), RadioLoyalty, Inc., a California corporation and wholly-owned subsidiary of MDMD, (“RadioLoyalty” and, collectively with MDMD, the “Hill Entities”), StreamTrack, Inc. a Wyoming corporation that is publicly traded (“StreamTrack”), StreamTrack Media, Inc., a California corporation and wholly-owned subsidiary of StreamTrack (“StreamTrack Media” and, collectively with StreamTrack, the “StreamTrack Entities”), Michael Hill, an individual residing at 347 Chapala St., Santa Barbara, CA 93101 (“Hill” and, collectively with the Hill Entities and the StreamTrack Entities, the “Hill Group”) and Lenco Mobile Inc., a Delaware corporation (“Lenco”), with respect to the following facts:
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 11th, 2012 • Lux Digital Pictures, Inc. • Services-advertising
This First Amendment to Asset Purchase Agreement (the “First Amendment”) is made as of this 5th day of October 2012 by and among RadioLoyalty, Inc., a California corporation (the “Seller”), Lux Digital Pictures, Inc., a Wyoming corporation (the “Buyer” or “Company”), and StreamTrack Media, Inc., a California corporation (“Buyer’s Subsidiary”), with respect to the following facts:
Private Subscription Agreement Lux Digital Pictures, Inc.Private Subscription Agreement • September 16th, 2008 • Lux Digital Pictures, Inc.
Persons interested in purchasing shares of the Common Stock of Lux Digital Pictures, Inc. (the “Shares”) must complete and return this Subscription Agreement along with their check or money order to: Lux Digital Pictures, Inc., 2140 Shattuck Avenue, Suite 210-2270, Berkeley, CA 94704
ASSET PURCHASE AGREEMENT between LUX DIGITAL PICTUTES INC. (a Wyoming corporation) and RTV MEDIA CORP., (a Nevada corporation)Asset Purchase Agreement • February 18th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • Wyoming
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 1, 2008, between RTV Media Corp(“ Seller ” herein), a Nevada corporation, and Lux Digital Pictures Inc., a Nevada corporation, (“Buyer” herein), is made with reference to the following provisions, and shall be effective upon payment of the Purchase Price and execution of this Agreement.
EXCHANGE AGREEMENTExchange Agreement • April 29th, 2015 • Streamtrack, Inc. • Services-advertising • California
This Exchange Agreement (the “Agreement”) is entered into as of the 24th day of April 2015 by and between StreamTrack, Inc., a Wyoming corporation (the “Company”), and Lux Digital Pictures GmbH Partners, a California General Partnership or its designees (the “Second Party”), with respect to the following facts:
ASSET PURCHASE AGREEMENT By and Among RadioLoyalty, Inc. (“Seller”) and Lux Digital Pictures, Inc. (“Buyer”) StreamTrack Media, Inc. (“Buyer’s Subsidiary”) Dated August 31, 2012Asset Purchase Agreement • September 7th, 2012 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • California
This Asset Purchase Agreement (the “Agreement”) is made and entered into as of the 31st day of August 2012 by and among RadioLoyalty, Inc., a California corporation (the “Seller”), Lux Digital Pictures, Inc., a Wyoming corporation (the “Buyer” or “Company”), and StreamTrack Media, Inc., a California corporation (“Buyer’s Subsidiary”), with respect to the following facts:
EXCHANGE AGREEMENTExchange Agreement • April 29th, 2015 • Streamtrack, Inc. • Services-advertising • California
This Exchange Agreement (the “Agreement”) is entered into as of the 24th day of April 2015 by and between StreamTrack, Inc., a Wyoming corporation (the “Company”), and Mark J. Richardson, an individual (the “Second Party”), with respect to the following facts:
AGREEMENTDistribution Agreement • February 18th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • California
This agreement (the "Agreement") is made and entered into as of August 23, 2006, by and between Lux Digital Pictures GmBH (individually and collectively, "Grantor") and Lions Gate Films Inc. ("LGF") with respect to that certain motion pictures presently entitled "Night of the Living Dead 3D".
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 25th, 2016 • Streamtrack, Inc. • Services-advertising • California
This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the date hereinafter set forth, by and among StreamTrack, Inc., a Wyoming Corporation ("StreamTrack") ("Seller"), on the one hand and Electric Lightwave, LLC, a wholly owned subsidiary of Integra Telecom Holdings, Inc., a Delaware limited liability company, with headquarters at 18110 SE 34th Street, Vancouver, WA 98683 ("Buyer") on the other. Collectively the Seller and Buyer are referred to as the ("Parties").
Mutual Rescission AgreementMutual Rescission Agreement • May 9th, 2013 • Streamtrack, Inc. • Services-advertising • California
THIS AGREEMENT ("Agreement") is made this 1stday of May, 2013 (the “Execution Date”), with effect as of the 1st day of July, 2012 (the “Effective Date”),
ContractSecurity Agreement • April 30th, 2015 • Streamtrack, Inc. • Services-advertising • Wyoming
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) 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 AND, UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER BONA FIDE LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITE
SHOWCASE ENTERTAINMENT, INC. Warner Center, 21800 Oxnard Street, Suite 150 Woodland Hills, California 91367Exclusive Sales Agency Agreement • March 20th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution
The following sets forth the material terms of the agreement between Lux Digital Pictures GmbH ("Producer") and Showcase Entertainment, Inc. ("Showcase") pursuant to which Showcase is hereby appointed to be the exclusive foreign sales agent in connection with NIGHT OF THE LIVING DEAD 3D (the “Picture”):
ASSET PURCHASE AGREEMENT between LUX DIGITAL PICTUTES INC. (a Wyoming corporation) and RTV MEDIA CORP., (a Nevada corporation)Asset Purchase Agreement • November 17th, 2008 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution • Wyoming
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 1, 2008, between RTV Media Corp(“ Seller ” herein), a Nevada corporation, and Lux Digital Pictures Inc., a Nevada corporation, (“Buyer” herein), is made with reference to the following provisions, and shall be effective upon payment of the Purchase Price and execution of this Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG TOTAL SPORTS MEDIA, INC., FSH MERGER SUB, LLC. AND F SQUARED HEMP, INC. March 8, 2019Merger Agreement • March 15th, 2019 • Total Sports Media, Inc. • Services-advertising • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 8, 2019, by and among TOTAL SPORTS MEDIA INC., a Wyoming corporation (“TSMI”), FSH MERGER SUB, LLC., a Wyoming limited liability company and a wholly-owned subsidiary of TSMI (the “Merger Sub”), and F SQUARED HEMP, LLC., a Montana company (the “F Squared Hemp”). TSMI, Merger Sub, and F Squared Hemp each, individually, a “Party” or, collectively, the “Parties.”
ContractConvertible Unsecured Promissory Note • September 5th, 2013 • Streamtrack, Inc. • Services-advertising • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF APPLICABLE 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. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY 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.
SHOWCASE ENTERTAINMENT, INC. Warner Center, 21800 Oxnard Street, Suite 150 Woodland Hills, California 91367Exclusive Foreign Sales Agent Agreement • February 18th, 2009 • Lux Digital Pictures, Inc. • Services-allied to motion picture distribution
The following sets forth the material terms of the agreement between Lux Digital Pictures GmbH ("Producer") and Showcase Entertainment, Inc. ("Showcase") pursuant to which Showcase is hereby appointed to be the exclusive foreign sales agent in connection with NIGHT OF THE LIVING DEAD 3D (the “Picture”):
