WINSONIC DIGITAL MEDIA GROUP, LTD. 6% CONVERTIBLESUBORDINATED PROMISSORY NOTENote Agreement • October 22nd, 2007 • Winsonic Digital Media Group LTD • Services-business services, nec
WINSONIC DIGITAL MEDIA GROUP, LTD.Warrant Agreement • October 22nd, 2007 • Winsonic Digital Media Group LTD • Services-business services, nec • New York
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY (AS DEFINED BELOW), 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. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • October 22nd, 2007 • Winsonic Digital Media Group LTD • Services-business services, nec • Nevada
This Confidential Settlement Agreement and Mutual Release (“Agreement”) is dated as of October 5, 2007 and is hereby entered into between NANA YALLEY (“Yalley”), and WINSONIC DIGITAL MEDIA GROUP, LTD (“Winsonic” or the “Company”).
