EXCHANGE AGREEMENT dated as of August __, 2004, by and among Media and Entertainment.com, Inc., a Nevada corporation (the “Company”), Winston Johnson and __________________________________________ __________________________________________...Exchange Agreement • October 19th, 2004 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
In consideration of the covenants and agreements set forth herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
SHAREHOLDER AGREEMENTShareholder Agreement • October 19th, 2004 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
WHEREAS, the Company has agreed to issue to the Shareholder and his assignees on this date, an aggregate of 8 million shares (the “Merger Shares”) of the Company’s common stock, in addition to 2 million shares of common stock (the “Consultant Shares”) issued under a July 18, 2003 Consulting Agreement, pursuant to an Agreement and Plan of Reorganization dated as of July 16, 2004, as amended (the “Merger Agreement”) by and among the Company, Winston Johnson, Winsonic Acquisition Sub, Inc. and Winsonic Holdings, Ltd. (“Winsonic”);
AGREEMENT AND PLAN OF REORGANIZATION, As Amended By and among MEDIA AND ENTERTAINMENT.COM, INC., as the Parent, WINSONIC ACQUISITION SUB, INC. as the Merging Corporation, WINSONIC HOLDINGS, LTD. as the Surviving Corporation and WINSTON D. JOHNSON, the...Agreement and Plan of Reorganization • October 19th, 2004 • Media & Entertainment Com Inc • Services-business services, nec • Nevada
THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated effective as of the close of business on the 16th day of July, 2004, is made and entered into by and among MEDIA AND ENTERTAINMENT.COM, INC., a Nevada corporation (the “Parent”), WINSONIC ACQUISITION SUB, INC., a Nevada corporation (the “Merging Corporation” or “Merger Sub”), WINSONIC HOLDINGS, LTD., a California corporation (“Winsonic” or the “Surviving Corporation”) and WINSTON D. JOHNSON, an individual residing at 200 Galleria Parkway, Suite 1200, Atlanta, GA 30339 and the sole shareholder of Winsonic (“Mr. Johnson” or the “Shareholder”).
