Digital Media Group, Ltd.
Digital
Media Group, Ltd.
The
following persons executed the loan agreement and promissory note pursuant
to
the recap below:
Name
|
Loan
Amount
|
Shares
Issued
|
|||||
Xxxxxxx
Xxxxxxx
|
$
|
50,000.00
|
500,000
|
||||
Xxxxxxx
Xxxxxx
|
$
|
10,000.00
|
100,000
|
||||
Xxxxx
Xxxxxxx
|
$
|
10,000.00
|
100,000
|
SECURITY
ASSIGNMENT
U.S.
$000
|
Atlanta,
Georgia
|
||
July
, 2008
|
For
Value
received, this security assignment ("Agreement") is entered into on this
25
day of
July
2008 by
and between WinSonic
Digital Media Group, Ltd.
(“WinSonic” or “Obligor”) with his office located at 000 Xxxxxxxx Xxxxxx, XX,
Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 and NAME
residing
at ______________ ("NAME
" or
"Obligee" or “Investor”):
1.
Funds
Received:
For the
sum of Dollars ($XXXX) (the “Investment Amount”), WinSonic does hereby promise
to issue Investor XXXXX
shares
of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”) at $.20/share.
Obligee acknowledges and accepts that said shares are restricted shares pursuant
to Regulation 144 of the Securities Act of 1933, as amended.
2.
Security
Assignment:
In
addition to the above issuance of shares, Obligor hereby grants to Obligee
additional XXXXX
shares
of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”). Obligee
acknowledges and accepts that said shares are restricted shares pursuant to
Regulation 144 of the Securities Act of 1933, as amended.
3.
Warranty
of Obligor:
Obligor
warrants and represents that he has full power and authority to enter into
this
agreement and that this agreement is not in violation of any other agreement
nor
of any covenant or restriction contained in any agreement to which Obligor
is
bound. Obligor further warrants that he has obtained all requisite corporate
authority and approval, and has complied with the necessary corporate
formalities in entering into this Agreement.
4.
Further
Documents:
Obligor
agrees to execute such other and further documents as shall be reasonable
necessary or required by Obligee to carry out the provisions of this
agreement.
5.
Miscellaneous:
This
agreement shall be governed by Georgia Law and any action to enforce the
provisions hereof shall be resolved by binding and expedited Arbitration in
accordance with the rules and procedures of the American Arbitration Association
(AAA) in Xxxxxx County, Georgia, with a limited right of discovery consisting
of
not more that two depositions and one set each of written requests for
admissions, production of documents, form interrogatories and special
interrogatories in compliance with the Code of Civil Procedure. In the event
any
provision hereof is declared to be invalid or unenforceable, the parties agree
in good faith to replace said provision with a valid and enforceable provision
that as nearly as possible reflects the agreement and intent of the parties
hereunder. This Agreement may not be modified except by a written instrument
executed by both parties. This Agreement shall be binding upon and inure to
the
benefit of the parties and their respective heirs, representatives and assigns.
1
of
2
I
ACKNOWLEDGE THAT SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS
AND SUCH SHARES OF COMMON STOCK MAY
NOT
BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY,
IN
ITS SOLE DISCRETION, SHALL HAVE THE RIGHT TO REQUIRE AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER
THE
ACT IS NOT REQUIRED IN CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH
TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.
Certificate
Name(s):
|
||
(Please
type or print in block letters)
|
||
Tax
ID/SS #:
|
||
Address
(if different):
|
||
These
signatures of the parties below confirm the foregoing as their entire
understanding and agreement, superseding all prior representations,
understandings and agreements, written or oral, between the
parties.
Executed
this _________ day of July 2008.
WinSonic
Digital Media Group, Ltd. (Obligor)
|
NAME
(Obligee)
|
|||
By:
|
By:
|
|||
Xxxxxxx
X. Xxxxxxx, CEO and Chairman
|
NAME
|
2
of
2