6% CONVERTIBLE DEBENTURE DUE MARCH 22, 2012Eclips Media Technologies, Inc. • June 24th, 2010 • Power, distribution & specialty transformers • New York
THIS 6% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6% Convertible Debentures of EClips Media Technologies, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 110 Greene Street, Suite 403, New York, New York 10012, designated as its 6% Convertible Debenture due _____, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • June 24th, 2010 • Eclips Media Technologies, Inc. • Power, distribution & specialty transformers • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 24th, 2010 • Eclips Media Technologies, Inc. • Power, distribution & specialty transformers • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of June, 2010, by and between EClips Media Technologies, Inc., a Delaware corporation (the “Company”), and Eric Simon (“Executive”).
Re: Assignment AgreementEclips Media Technologies, Inc. • June 24th, 2010 • Power, distribution & specialty transformers
On June 6, 2010, under the terms of a Peaceful Possession Agreement (the “Peaceful Possession Agreement”), we received possession of all of the assets (the “Assets”) of RootZoo Inc., a Delaware corporation (“Rootzoo”). The Peaceful Possession Agreement was executed and the Assets were turned over to us by Rootzoo due to their default under the terms of a secured promissory note and security agreement which protected certain monies advanced by us to Rootzoo. By the terms of this letter agreement and as one of our subsidiaries, we hereby assign to you all of the Assets.
ASSET PURCHASE AGREEMENT dated as of June 21, 2010 by and among ECLIPS MEDIA TECHNOLOGIES, INC., SD ACQUISITION CORP. and BRAND INTERACTION GROUP, LLCAsset Purchase Agreement • June 24th, 2010 • Eclips Media Technologies, Inc. • Power, distribution & specialty transformers • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 21, 2010, by and among EClips Media Technologies, Inc., a Delaware corporation (“Parent”), SD Acquisition, Corp., a New York corporation and wholly-owned subsidiary of Parent (“Purchaser”), and Brand Interaction Group, LLC, a New Jersey limited liability company (“Seller”).
ROOTZOO INC. 110 Greene Street, Suite 403 New York, NY 10012 PEACEFUL POSSESSION LETTER AGREEMENT June 6, 2010Letter Agreement • June 24th, 2010 • Eclips Media Technologies, Inc. • Power, distribution & specialty transformers
This letter also serves as an authorization to any employee of the undersigned or any third party to grant you and/or your designee, and the undersigned hereby grants you and/or your designee, full and complete access to any premises and all properties and assets where the Collateral is located to allow you to take possession of any such Collateral in order to enforce your rights against and collect from the undersigned and appoints you as its attorney in fact for the purposes of this letter.
CONSULTING AGREEMENTConsulting Agreement • June 24th, 2010 • Eclips Media Technologies, Inc. • Power, distribution & specialty transformers • New York
This Consulting Agreement (this “Agreement”) is made and effective as of the 24th day of June, 2010, by and between EClips Media Technologies, Inc. (the “Company”), and Brooke Capital Investments, LLC (“Brooke”).
LOCK-UP AGREEMENTLock-Up Agreement • June 24th, 2010 • Eclips Media Technologies, Inc. • Power, distribution & specialty transformers • New York
Reference is made to that certain Asset Purchase Agreement (the “Purchase Agreement”), made as of EClips Media Technologies, Inc., Inc., a Delaware corporation (“Parent”), SD Acquisition Corp., a New York corporation and wholly-owned subsidiary of Parent (“Buyer”), and Brand Interaction Group, LLC, a New Jersey limited liability company (“Seller”) and that certain Employment Agreement (the “Employment Agreement”) by and between Parent and Eric Simon, an individual (“ES”).
