AMENDED AND RESTATED PLEDGE AGREEMENT AMENDED AND RESTATED PLEDGE AGREEMENT (this "Agreement") is made as of July 28, 1998, between American Digital Communications, Inc., a Wyoming corporation (the "Pledgor"), and Pellinore Securities Corporation (for...Pledge Agreement • September 10th, 1998 • American Digital Communications Inc • Investors, nec • New York
OFOperating Agreement • January 6th, 2006 • Trackpower Inc • Radio broadcasting stations • New York
EXHIBIT 4.1 AMERICAN DIGITAL COMMUNICATIONS, INC (a Wyoming corporation) THIS WARRANT HAS BEEN ACQUIRED IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),...Common Stock Purchase Warrant • May 22nd, 1998 • American Digital Communications Inc • Investors, nec • New York
RECITALSContribution Agreement • January 6th, 2006 • Trackpower Inc • Radio broadcasting stations • New York
Exhibit 10.4 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated as of November 15, 2005, between TRACKPOWER INC., a Wyoming corporation, having an address at _____________ (the "Pledgor") and SOUTHERN TIER ACQUISITIONS LLC, a New York...Pledge and Security Agreement • January 6th, 2006 • Trackpower Inc • Radio broadcasting stations • New York
JOINDER AGREEMENTJoinder Agreement • September 10th, 1998 • American Digital Communications Inc • Investors, nec
Reference is made to the Registration Rights Agreement (the "Registration Rights Agreement"), dated as of April 17, 1998, between American Digital Communications, Inc., a Wyoming corporation (the "Company"), and Pellinore Securities Corp. ("Pellinore"), as agent for certain investors listed on Annex A thereto (the "Old Investors").
Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of the 14th day of October, 2005 between ASOLARE II, LLC, a New York Limited Liability Company, (the "SELLER") and TRACKPOWER, INC., a corporation incorporated under the laws of Wyoming...Asset Purchase Agreement • October 18th, 2005 • Trackpower Inc • Radio broadcasting stations • British Columbia
Exhibit 99.2 DISTRIBUTION AND MANAGEMENT SERVICES AGREEMENT This Distribution and Management Services Agreement confirms the mutual intent and agreement between Post Time Technologies Inc. ("PTT"), a Nevada company and TrackPower Inc. ("TPWR"), a...Distribution Agreement • June 19th, 2001 • Trackpower Inc • Radio broadcasting stations • Ontario
Letter MemorandumEmployment Agreement • June 30th, 2005 • Trackpower Inc • Radio broadcasting stations
AMENDED AND RESTATED OPERATING AGREEMENT OF AMERICAN RACING AND ENTERTAINMENT, LLCOperating Agreement • June 14th, 2006 • Trackpower Inc • Radio broadcasting stations • New York
This Amended and Restated Operating Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of American Racing and Entertainment, LLC (the “Company”), a New York limited liability company, is made as of the ____ day of February, 2006, by and among the Persons who have executed a counterpart signature page hereto on the date hereof and each other Person who may become a party hereto as a Member from time to time in accordance with the terms of this Agreement.
Exhibit 99.1 EXCLUSIVE AUTOMATED TELLER MACHINE SERVICES AGREEMENT BETWEEN: 4CASH, A DIVISION OF IRMG INC. (4CASH) 100 Allstate Parkway, Suite 500, Markham, ON L3R 6H3 AND: TrackPower, Inc. 13980 Jane Street, King City, ON L7B 1A3 WHEREAS TrackPower...Exclusive Automated Teller Machine Services Agreement • June 19th, 2001 • Trackpower Inc • Radio broadcasting stations
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
WHEREAS SMMI is owed $121,952 (for unpaid past management services, advances made by SMMI to Trackpower and expenses paid by SMMI on behalf of Trackpower) from Trackpower (collectively the “Obligations”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000.00 initial value (the “Preferred Shares”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of the 29th day of February, 2008, by and among (a) TRACKPOWER, INC., a Wyoming corporation, (the “Assignor”), (b) SOUTHERN TIER ACQUISITION II LLC (“Southern”), a New York limited liability company, and (c) ONEIDA ENTERTAINMENT LLC (“Oneida”), a Delaware limited liability company (Southern and Oneida collectively referred to herein as the “Assignee”), pursuant to an Agreement to Transfer Membership Interest, dated as of February 29, 2008, by and between the Assignor and the Assignee (the "Contract").
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS the parties wish to set out in this Agreement the terms, conditions and covenants of the parties in consideration of settlement of the Obligations;
Exhibit 10.5 CAPITAL CONTRIBUTION AGREEMENT This Agreement, dated as of November 14, 2005, between SOUTHERN TIER ACQUISITIONS, LLC, a New York limited liability company, having an office at 125 Park Avenue, New York, NY 10017 (the "Southern Tier") and...Capital Contribution Agreement • January 6th, 2006 • Trackpower Inc • Radio broadcasting stations • New York
Exhibit 99.13 TrackPower and Post Time Sign Exclusive Agreement New York, New York - Tuesday, May 15, 2001, 4:03 PM EDT -- TrackPower receives Worldwide Distribution Agreement for the RaceVision(TM) Kiosk Service -- TrackPower, Inc. (OTCBB: TPWR)...Exclusive Worldwide Distribution Agreement • June 13th, 2001 • Trackpower Inc • Radio broadcasting stations
New York, New York - Tuesday, May 15, 2001, 4:03 PM EDT -- TrackPower receives Worldwide Distribution Agreement for the RaceVision(TM) Kiosk Service --
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
WHEREAS Hokkanen is owed $61,749 ( (i)$25,250 for unpaid past management services, ii) $22,499 for historic withholding taxes, and iii) penalties and interest of approximately $14,000 paid by Hokkanen to Canada Revenue Agency on behalf of Trackpower) from Trackpower (collectively the “Obligations”);
SETTLEMENT AGREEMENTSettlement Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • Ontario
AND WHEREAS Asolare transferred its membership interest in Tioga Downs Racetrack, LLC to Trackpower in exchange for 1,000 Series A 8% convertible preferred shares, $3,000 initial value (the “Preferred Shares”);
AGREEMENT TO TRANSFER MEMBERSHIP INTERESTMembership Interest Transfer Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • New York
AGREEMENT (“Agreement”) dated as of February 29, 2008 (the “Effective Date”), among (a) TRACKPOWER, INC. (the “Assignor”), a Wyoming corporation having an address at 3565 King Road, Suite 102, King City, Ontario, Canada L7B 1M3, (b) SOUTHERN TIER ACQUISITION II LLC (“Southern”), a New York limited liability company having an address at c/o Newmark Knight Frank, 125 Park Avenue, New York, New York 10017, and (c) ONEIDA ENTERTAINMENT LLC (“Oneida”), a Delaware limited liability company having an address at c/o Plainfield Asset Management LLC, 55 Railroad Avenue, Greenwich, Connecticut 06830 (Southern and Oneida hereinafter referred to herein collectively as the “Assignee”). The Assignor, Southern and are sometimes referred to herein, each as a “Party” and, collectively, the “Parties”.
