FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2015 • Cur Media, Inc. • Radio broadcasting stations • New York
This Registration Rights Agreement (this "Agreement") is made and entered into effective as of _______________ ___, 2015, between CÜR Media, Inc., a Delaware corporation (the "Company"), the persons who have executed omnibus or counterpart signature page(s) hereto (each, a "Purchaser" and collectively, the "Purchasers," which terms, for avoidance of doubt, include all persons who purchased Notes (as defined below) and Units (as defined below)).
SPLIT-OFF AGREEMENTSplit-Off Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This SPLIT-OFF AGREEMENT, dated as of January 28, 2014 (this “Agreement”), is entered into by and among Duane Street Corp., a Delaware corporation (“Seller”), Duane Street Split Corp., a Delaware corporation (“Split-Off Subsidiary”), and Peretz Yehuda Aisenstark and Yair Shofel (singly and collectively, “Buyer”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by Duane Street Corp., a publicly traded corporation duly organized under the laws of the State of Delaware (hereinafter referred to as the “Company” or “DUSR”), to act as an exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of units (the “Units”) of securities of the Company, as more fully described below. The Company will receive a contribution (the “Contribution) from Raditaz, LLC (“Raditaz”), a privately held Connecticut limited liability company, of all of the outstanding limited liability company membership interests (the “LLC Interests”) of Raditaz (which will effectively transfer to the Company all of Raditaz’s assets including all int
KATALYST SECURITIES LLC NEW YORK, NY 10038 TEL: 212-587-6667 Member: FINRA & SIPC PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 31st, 2017 • Cur Media, Inc. • Radio broadcasting stations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC (“Katalyst”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent”), shall be engaged by CÜR Media, Inc., a publicly traded Delaware corporation (hereinafter referred to as the “Company”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of the 12% Senior Secured Convertible Promissory Notes of the Company (the “Bridge Notes”). No minimum Offering amount is required to complete and close the Offering.
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and among Duane Street Corp., a Delaware corporation (the “Company”) and Thomas Brophy (“Executive”) is entered into as of January 28, 2014 (the “Execution Date”).
ESCROW AGREEMENTEscrow Agreement • February 1st, 2016 • Cur Media, Inc. • Radio broadcasting stations
THIS ESCROW AGREEMENT (this "Agreement") is made this 29th day of January, 2016 by and among CüR Media, Inc., a Delaware corporation (the "Issuer") and Maxim Group LLC, a __________ limited liability company (the "Placement Agent"), as the placement agent, whose addresses appear on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New York, New York 10004 (The "Escrow Agent").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2017 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 26, 2016, entered into by and between CÜR Media, Inc., a Delaware corporation (the “Company”), and the Buyer(s) set forth on the signature page(s) affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
ESCROW AGREEMENTEscrow Agreement • April 14th, 2016 • Cur Media, Inc. • Radio broadcasting stations • Delaware
Escrow Agreement (the "Escrow Agreement"), dated as of the effective date (the "Effective Date") set forth on Schedule 1 hereto ("Schedule 1"), by and among the corporation identified as the "Company" on Schedule 1 hereto (the "Company"), the limited liability company identified as the "Depositor" on Schedule 1 hereto (the "Depositor"), and Delaware Trust Company, as escrow agent hereunder (the "Escrow Agent").
CÜR MEDIA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2015 • Cur Media, Inc. • Radio broadcasting stations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2014 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of __________, 2014, and is entered into by and among CÜR Media, Inc. (formerly named Duane Street Corp.), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • October 31st, 2017 • Cur Media, Inc. • Radio broadcasting stations
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of _______________, 2016, by and among CÜR Media, Inc., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof (together with the Borrower, each a “Grantor”), and the secured parties listed on the signature pages hereof.
CÜR Media, Inc. and VStock Transfer, LLC, WARRANT AGREEMENT Dated as of [ ], 2016Warrant Agreement • February 1st, 2016 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS WARRANT AGREEMENT (this "Agreement"), dated as of _______________, 2016, is by and between CÜR Media, Inc., a Delaware corporation (the "Company"), and VStock Transfer, LLC, a __________ limited liability company, as warrant agent (the "Warrant Agent", also referred to herein as the "Transfer Agent").
CÜR MEDIA, INC. Non-Qualified Stock Option Agreement Granted Under 2015 Equity Incentive PlanNon-Qualified Stock Option Agreement • September 29th, 2015 • Cur Media, Inc. • Radio broadcasting stations • New York
DATA LICENSE AND SERVICE AGREEMENTData License and Service Agreement • May 26th, 2015 • Cur Media, Inc. • Radio broadcasting stations • California
This Data License and Service Agreement shall consist of this Order Form and the attached Terms and Conditions for Data License and Service Agreement (Version: 1/30/2014). This Order Form shall be subject in all respects to such Terms and Conditions and, in the event of a conflict, the Order Form will govern. All capitalized terms used herein shall have the meanings set forth in such Terms and Conditions. The Parties have caused their duly authorized representatives to execute this Agreement and this Agreement shall be effective as of the Effective Date.
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (with respect to Offer to Amend and Exercise)Warrant to Purchase Common Stock • March 9th, 2015 • Cur Media, Inc. • Radio broadcasting stations • New York
This Amendment (this “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is made and entered into effective as of the Expiration Date (as defined in this Amendment), by and between CÜR Media, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.
VOTING AGREEMENTVoting Agreement • May 7th, 2018 • Cur Media, Inc. • Radio broadcasting stations • Delaware
THIS VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of [__________ __], 2017, by and among CÜR Holdings, Inc., a Delaware corporation (the “Company””), CÜR Media, Inc., a Delaware corporation (“CUR Media”), and the Buyers set forth on the signature page(s) affixed hereto (together with any subsequent Buyers or any transferees, who become parties hereto, the “Stockholders”).
CÜR Media, Inc and VStock Transfer, LLC, WARRANT AGREEMENT Dated as of [ ], 2015Warrant Agreement • November 23rd, 2015 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS WARRANT AGREEMENT (this "Agreement"), dated as of [ ], 2015 is by and between CÜR Media, Inc., a Delaware corporation (the "Company"), and VStock Transfer, LLC, a [ ] corporation, as warrant agent (the "Warrant Agent", also referred to herein as the "Transfer Agent").
Mr. Thomas Brophy Chief Executive Officer CÜR MEDIA, INC.Placement Agent Agreement • February 11th, 2016 • Cur Media, Inc. • Radio broadcasting stations • New York
FIRST AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 17th, 2014 • Cur Media, Inc. • Radio broadcasting stations
This First Amendment to the Placement Agency Agreement (“Amendment”) is entered into as of the 31st day of January 2014, by and between CÜR Media, Inc. f/k/a Duane Street Corp. (“Company”) and Gottbetter Capital Markets, LLC (“Placement Agent”) and amends the Placement Agency Agreement dated December 30, 2013 (the “Agreement”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and among Duane Street Corp., a Delaware corporation (“Seller”), Duane Street Split Corp., a Delaware corporation (“Split-Off Subsidiary”), and each of Peretz Yehuda Aisenstark and Yair Shofel (singly and collectively, “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
ESCROW AGREEMENTEscrow Agreement • October 26th, 2015 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS ESCROW AGREEMENT (the "Agreement") is entered into as of _______________, 2015, by and between CUR Media, Inc., a Delaware corporation (the "Company"), CKR Law LLP, a California limited liability partnership (the "Escrow Agent"), and the persons who have executed the signature page hereto (each a "Subscriber" and collectively, the "Subscribers"). Capitalized terms not defined herein shall have the meaning given to them in the Securities Purchase Agreement between the Company and the Subscribers.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 23rd, 2015 • Cur Media, Inc. • Radio broadcasting stations • New York
The undersigned, a holder of common stock, par value $0.0001 ("Common Stock"), or rights to acquire Common Stock, of CüR Media, Inc. (the "Company"), understands that you are the representative (the "Representative") of the several underwriters (collectively, the "Underwriters") named or to be named in the final form of Schedule A to the underwriting agreement (the "Underwriting Agreement") to be entered into among the Underwriters and the Company, providing for the public offering (the "Public Offering") of units of the Company's securities (each a "Unit" and collectively, the "Units"), each Unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (the "Securities") pursuant to a registration statement filed or to be filed with the U.S. Securities and Exchange Commission (the "SEC"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Underwriting Agreement.
DUANE STREET CORP. VALLEY COTTAGE, NY 10989Stock Purchase Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
Reference is hereby made to several Stock Purchase Agreements of like tenor (each, an “SPA” and collectively, the “SPAs”), dated of even date herewith, by and between you and certain other buyers, on the one hand (each, a “Buyer” and collectively, the “Buyers”), and certain sellers signatory thereto, on the other hand (each, a “Seller” and collectively, the “Sellers”), pursuant to which the Buyers are purchasing from the Sellers an aggregate of 256,000 (4,225,000 post-split) shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of Duane Street Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings given them in the SPAs.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2016 • Cur Media, Inc. • Radio broadcasting stations • New York
The undersigned, a holder of common stock, par value $0.0001 ("Common Stock"), or rights to acquire Common Stock, of CüR Media, Inc. (the "Company"), understands that you are the placement agent (the "Placement Agent") named in the placement agency agreement (the "Placement Agency Agreement") entered into between the Placement Agent and the Company, providing for the public offering (the "Public Offering") of units of the Company's securities (each a "Unit" and collectively, the "Units"), each Unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (the "Securities") pursuant to a registration statement filed or to be filed with the U.S. Securities and Exchange Commission (the "SEC"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for them in the Placement Agency Agreement.
Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are...Distribution Agreement • November 14th, 2014 • Cur Media, Inc. • Radio broadcasting stations • New York
This agreement (“Agreement”) dated as of November 13, 2014 (“Effective Date”) is made by and between CÜR Media, Inc. a Delaware corporation with offices at 2217 New London Turnpike, South Glastonbury, CT 06073 (“Company” or “CÜR”), and MusicNet, Inc., d/b/a MediaNet Digital, Inc. a Delaware corporation with its principal offices at 2401 Elliott Avenue, Suite 300, Seattle, WA 98121 (“MediaNet”).
ESCROW AGREEMENTEscrow Agreement • October 31st, 2017 • Cur Media, Inc. • Radio broadcasting stations • Delaware
Escrow Agreement (the “Escrow Agreement”), dated as of the effective date (the “Effective Date”) set forth on Schedule 1 hereto (“Schedule 1”), by and among the corporation identified as the “Company” on Schedule 1 hereto (the “Company”), the limited liability company identified as the “Depositor” on Schedule 1 hereto (the “Depositor”), and Delaware Trust Company, as escrow agent hereunder (the “Escrow Agent”).
CONTRIBUTION AGREEMENT AMONG DUANE STREET CORP., a Delaware corporation, RADITAZ, LLC, a Connecticut private limited liability company AND TOM BROPHY and TRUST UNDER ARTICLE III OF THE THOMAS E. BROPHY 2004 GRANTOR RETAINED ANNUITY TRUST DATED...Contribution Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 28, 2014, by and among Duane Street Corp., a Delaware corporation (the “Pubco”), Raditaz, LLC, a Connecticut private limited liability company (“Raditaz”), and Tom Brophy and Trust Under Article III of the Thomas E. Brophy 2004 Grantor Retained Annuity Trust Dated 3/2/2004, the holders of more than 51% of the outstanding Raditaz membership interests (singly and collectively, the “Majority Holder”). Pubco, Raditaz and the Majority Holder are each a “Party” and referred to collectively herein as the “Parties.”
SECOND OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTSSecond Omnibus Amendment to Transaction Documents • May 23rd, 2016 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS SECOND OMNIBUS AMENDMENT (this "Amendment"), is made as of _______________, 2016, by and between CÜR Media, Inc., a Delaware corporation (the "Company"), and the Buyer set forth on the signature page hereto (the "Buyer").
SECOND AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 17th, 2014 • Cur Media, Inc. • Radio broadcasting stations
This Second Amendment to the Placement Agency Agreement (“Amendment”) is entered into as of the 13th day of March 2014, by and CÜR Media Inc., f/k/a Duane Street Corp. (“Company”) and Gottbetter Capital Markets, LLC (“Placement Agent”) and amends the Placement Agency Agreement dated December 30, 2013, as amended January 31, 2014 (collectively herein referred to as the “Agreement”).
VOTING AGREEMENTVoting Agreement • May 7th, 2018 • Cur Media, Inc. • Radio broadcasting stations • Delaware
THIS VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of [__________ __], 2017, by and among CUR Holdings, Inc., a Delaware corporation (the “Company””), CÜR Media, Inc., a Delaware corporation (“CÜR Media”), and the undersigned stockholders of the Company (together with any subsequent stockholders or any transferees, who become parties hereto, the “Stockholders”).
ASSIGNMENT AND TRANSFER AGREEMENTAssignment and Transfer Agreement • May 7th, 2018 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS ASSIGNMENT AND TRANSFER AGREEMENT (this “Agreement”) is made as of [__________ __], 2017, by and among CÜR Media, Inc., a Delaware corporation (the “Company”), CUR Holdings, Inc., a Delaware corporation (the “Assignee”), and the undersigned noteholders of the Company (each, an “Assignor” and, collectively, the “Assignors”).
SECURITY AGREEMENTSecurity Agreement • May 7th, 2018 • Cur Media, Inc. • Radio broadcasting stations • Delaware
THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of__________ ___, 2017, by and among CÜR Media, Inc., a Delaware corporation (“CUR Media””), CUR Holdings, Inc., a Delaware corporation (“Holdings”), each subsidiary of CÜR Media listed on the signature pages hereof (each a “Subsidiary”), and the secured party listed on the signature pages hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2018 • Cur Media, Inc. • Radio broadcasting stations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of __________, 2017, among (a) CÜR Media, Inc., a Delaware corporation (the “Company”), (b) CUR Holdings, Inc., a Delaware corporation (“Holdings”), and (c) the persons or entities who have executed omnibus or counterpart signature page(s) hereto, consisting of (i) the persons or entities identified on Schedule 1 hereto holding Preferred Stock Units, Unit Shares, Series A Conversion Shares, Unit Warrants and/or Unit Warrant Shares (each, a “Unit Purchaser” and collectively, the “Unit Purchasers”), (ii) the persons or entities identified on Schedule 2 hereto holding Conversion Units, Note Conversion Shares, Note Conversion Warrants and/or Note Conversion Warrant Shares (each, a “Note Conversion Shareholder” and, collectively, the “Note Conversion Shareholders”), (iii) the person identified on Schedule 3 hereto holding New Note Warrants and/or New Note Warrant Shares (the “New Note Shareholder”),
CÜR Media, Inc. Non-Qualified Stock Option Agreement Granted Under 2014 Equity Incentive PlanNon-Qualified Stock Option Agreement • March 17th, 2014 • Cur Media, Inc. • Radio broadcasting stations • New York
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This CONSULTING AGREEMENT (this “Agreement”) is made as of January 28, 2014 by and between Duane Street Corp. (the “Company”), and John A. Lack (“Mr. Lack” or the “Consultant”).
