THOUGHTFUL MEDIA GROUP INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2024 • Thoughtful Media Group Inc. • Services-advertising • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2024 • Thoughtful Media Group Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 15, 2024, by and between Thoughtful Media Group Incorporated, a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2024 • Thoughtful Media Group Inc. • Services-advertising • Nevada
This Employment Agreement, dated as of [ ] (this “Agreement”), is made and entered into by and between Thoughtful Media Group Incorporated, a Nevada corporation (the “Company”), and Xue Li Heng, an adult individual (the “Executive”). Terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
September 20, 2024 Thoughtful Media Group Inc. Prakanong Nua Sub-district Wattana District Bangkok City, Thailand Email: kriangkrai.chaimongkol@thoughtfulmedia.com Re: Amendment to Securities Purchase Agreement and Convertible Notes Ladies and Gentlemen:Securities Purchase Agreement and Convertible Notes • October 18th, 2024 • Thoughtful Media Group Inc. • Services-advertising
Reference is hereby made to that (i) certain Securities Purchase Agreement dated as of July 17, 2024 (the “SPA”), by and among Thoughtful Media Group Inc., a Nevada corporation (the “Issuer”) and the undersigned investors (collectively, each a “Purchaser” and collectively, the “Purchasers”), as amended on August 14, 2024, and (ii) those certain unsecured promissory notes, in the form attached thereto as Exhibit A (the “Notes”) to be issued to the Purchasers at Closing. This letter amendment No. 2 is referred to herein as this “Amendment”. Capitalized terms used but not defined herein shall have the meanings set forth in the SPA and the Notes.
Bangkok City, Thailand Email: ray@thesocietypass.com Re: Amendment to Securities Purchase Agreement and Convertible Notes Ladies and Gentlemen:Securities Purchase Agreement and Convertible Notes • October 18th, 2024 • Thoughtful Media Group Inc. • Services-advertising
Reference is hereby made to that (i) certain Securities Purchase Agreement dated as of July 17, 2024 (the "SPA"), by and among Thoughtful Media Group Inc., a Nevada corporation (the "Issuer") and the undersigned investors (collectively, each a "Purchaser" and collectively, the "Purchasers"), and (ii) those certain unsecured promissory notes, in the form attached thereto as Exhibit A (the "Notes") to be issued to the Purchasers at Closing. This letter amendment is referred to herein as this "Amendment". Capitalized terms used but not defined herein shall have the meanings set forth in the SPA and the Notes.
August 14, 2024 Thoughtful Media Group Inc.Securities Purchase Agreement • October 18th, 2024 • Thoughtful Media Group Inc. • Services-advertising
Form of Convertible NoteConvertible Note • August 15th, 2024 • Thoughtful Media Group Inc. • Services-advertising
Form of Representatives’ Warrant AgreementWarrant Agreement • November 1st, 2024 • Thoughtful Media Group Inc. • Services-advertising • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
Employment agreement with CFOEmployment Agreement • August 15th, 2024 • Thoughtful Media Group Inc. • Services-advertising
This Employment Agreement (the "Agreement") is between SoPa Technology Pte Ltd, : company incorporated in Singapore with company registration number of 201918025E (the "Company”) having its principal office at Grace Global Raffles, #10-02 137 Market Street, Singapore (048943), and Xue Li Heng (the "Employee").
EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2024 • Thoughtful Media Group Inc. • Services-advertising • New York
This Employment Agreement (the “Agreement”) is entered into as of September 30, 2023 (the “Execution Date”) but the terms and conditions are effective as of September 15, 2023 (the “Effective Date”), by and between Society Pass Incorporated (the “Parent”), Thoughtful Media Group Inc., a Nevada corporation (the “Company”), and Heather Maynard (“Maynard”). The Board of Directors (the “Board”) of the Company desires to have Maynard serve as the Chairwoman of the Board, and Ms. Maynard is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
Stock purchase Agreement dated July 7, 2022 among Society Pass Incorporated, Thoughtful Media Group Incorporated and AdActive Media Group, Inc.Stock Purchase Agreement • August 15th, 2024 • Thoughtful Media Group Inc. • Services-advertising • Delaware
This Stock Purchase Agreement, dated as of July 7, 2022, is entered into by and among Society Pass Incorporated, a Nevada corporation (the “Parent”), Thoughtful Media Group Incorporated, a Nevada corporation and a wholly-owned subsidiary of the Parent (the “Buyer”), and AdActive Media, Inc. d.b.a. Thoughtful Media Group, a Delaware corporation (the “Seller”).
THOUGHTFUL MEDIA GROUP CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • July 19th, 2024 • Thoughtful Media Group Inc. • Services-advertising
THIS CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued by Thoughtful Media Group, Inc., a Nevada corporation (the “Company”) (the “Note”).
Form of Amendment to Securities Purchase Agreement for Convertible NotesSecurities Purchase Agreement • August 15th, 2024 • Thoughtful Media Group Inc. • Services-advertising
Employment Agreement with CEOEmployment Agreement • August 15th, 2024 • Thoughtful Media Group Inc. • Services-advertising
