VOTING AGREEMENTVoting Agreement • January 29th, 2008 • Zoom Technologies Inc • Telephone & telegraph apparatus • Delaware
THIS VOTING AGREEMENT is made and entered into as of this 22nd day of January, 2008, by and among Red Moon, Inc., a Delaware corporation (the “Company”), Zoom Technologies, Inc., a Delaware corporation (the “Investor”), the holder of a certain Convertible Promissory Note or Notes (the “Notes”) issued by the Company pursuant to a Convertible Promissory Note Purchase Agreement of even date hereof, by and between the Company and the Investor (the “Purchase Agreement”), and those certain stockholders of the Company listed on Schedule A (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 5.1 and 5.2 below, the “Key Holders”, and together collectively with the Investor, the “Stockholders”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • January 29th, 2008 • Zoom Technologies Inc • Telephone & telegraph apparatus • Massachusetts
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT is made as of the 22nd day of January 2008 by and between Red Moon, Inc., a Delaware corporation (the “Company”) and Zoom Technologies, Inc., a Delaware corporation (the “Purchaser”).
ContractConvertible Note • January 29th, 2008 • Zoom Technologies Inc • Telephone & telegraph apparatus • Massachusetts
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND LAWS IS AVAILABLE.
OPTION AGREEMENTOption Agreement • January 29th, 2008 • Zoom Technologies Inc • Telephone & telegraph apparatus • Delaware
THIS OPTION AGREEMENT is made and entered into as of this 22nd day of January, 2008, by and among Red Moon, Inc., a Delaware corporation (the “Company”), Zoom Technologies, Inc., a Delaware corporation (the “Option Holder”), and each of the stockholders of the Company listed on Schedule A (together with any subsequent stockholders, or any transferees, who become parties hereto as “Holders” pursuant to Sections 7.1 or 7.2 below, the “Holders”).
SECURITY AGREEMENTSecurity Agreement • January 29th, 2008 • Zoom Technologies Inc • Telephone & telegraph apparatus • Texas
THIS SECURITY AGREEMENT, dated as of January 22, 2008, is made by Red Moon, Inc., a Delaware corporation (the “Borrower”), in favor of Zoom Technologies, Inc., a Delaware corporation (the “Lender”).
