SECURITY AGREEMENTSecurity Agreement • October 23rd, 2007 • Fluid Media Networks, Inc. • Services-business services, nec • California
THIS SECURITY AGREEMENT, dated as of October 17, 2007 (this “Security Agreement”), is made by Fluid Media Networks, Inc., a Nevada corporation (“Fluid”) and Trusonic, Inc., a Delaware corporation (“Trusonic”) (collectively, Fluid and Trusonic shall be referred to herein as the “Grantors”), in favor of those persons listed on the signature pages attached hereto (each, a “Secured Party,” and collectively, the “Secured Parties”).
STOCK PURCHASE AGREEMENT BY AND AMONG FLUID MEDIA NETWORKS, INC. (“BUYER”), TRUSONIC, INC., (THE “COMPANY”), AND CERTAIN STOCKHOLDERS OF TRUSONIC, INC. (“SELLERS”) OCTOBER 17, 2007Stock Purchase Agreement • October 23rd, 2007 • Fluid Media Networks, Inc. • Services-business services, nec • California
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 17, 2007 by and among Fluid Media Networks, Inc., a Nevada corporation (“Buyer”), Trusonic Inc., a Delaware corporation (the “Company”), Joseph J. Tebo and the other Stockholders whose names appear on Schedule 2.01 attached to and made a part of this Agreement (each a “Seller” and collectively, “Sellers”).
SECURED PROMISSORY NOTESecured Promissory Note • October 23rd, 2007 • Fluid Media Networks, Inc. • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, Fluid Media Networks, Inc., a Nevada corporation (“Borrower”), promises to pay to the order of _________ (“Lender”), at Los Angeles, California, or at such other place as Lender may from time to time designate by written notice to Borrower in accordance with this secured promissory note (the “Note”), in lawful money of the United States of America, in the manner and at the rate provided herein, the principal sum of ________ Dollars ($_____) (the “Principal Amount”) (subject to adjustment as provided below), on or prior to October 16, 2009 (such date, the “Maturity Date”). This Note is being made concurrently with and pursuant to the Stock Purchase Agreement, of even date herewith (the “Stock Purchase Agreement”), by and among Borrower, pursuant to which Borrower is purchasing one hundred percent (100%) of the issued and outstanding shares of capital stock of Trusonic, Inc. (“Company”) from the stockholders of Company. Except as otherwise expressly s
