a Delaware corporation) Warrant for the Purchase of 875,000 shares of Common Stock, par value $.001 per share Void after 11:59 p.m., Pacific Time, on August 29, 2013Warrant Agreement • July 7th, 2010 • China Youth Media, Inc. • Services-advertising agencies • Delaware
DIGICORP, INC., a Delaware corporation (the “Company”), hereby certifies that YEAR OF THE GOLDEN PIG, LLC (the “Holder”), for value received, is entitled, subject to the provisions of this Warrant, to purchase from the Company at any time, or from time to time during the period commencing as of the Exercise Date (as hereinafter defined) and expiring at 11:59 p.m., Pacific Time, on August 29, 2013 (the “Expiration Date”), up to 875,000 fully paid and non-assessable shares of Common Stock at a price of $0.09 per share (the “Exercise Price”).
DIGICORP, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2010 • China Youth Media, Inc. • Services-advertising agencies • California
The undersigned (hereinafter “Subscriber”) hereby confirms his/her/its subscription for the purchase of Units (the “Units”) of Digicorp, Inc., a Delaware corporation (the “Company”), with each Unit consisting of a One Hundred Thousand Dollar ($100,000) Principal Amount of a 12% Convertible Promissory Note (the “Convertible Note”) due three years from its issuance and 350,000 Common Stock Purchase Warrants (the “Warrants”) as described below. The Convertible Note may be converted at the option of the holder into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. Each of the Warrants will entitle the holder thereof to purchase at any time from issuance through five years thereafter one share of Common Stock. (The Units, Convertible Note, Warrants and Common Stock underlying the Convertible Note and Warrants are sometimes herein collectively referred to as the “Securities”).
SUPPLEMENT TO CONTENT LICENSE AGREEMENTContent License Agreement • July 7th, 2010 • China Youth Media, Inc. • Services-advertising agencies
THIS AGREEMENT is made as of this __ day of January, 2009 by and between China Youth Media, Inc., formerly known as Digicorp, Inc., a corporation organized under the laws of the State of Delaware, United States of America with offices at 4143 Glencoe Avenue, Unit B, Marina Del Rey, California 90291, U.S.A. (the “Company”) and New China Media LLC, a Florida limited liability company (a/k/a New China Media Limited) with offices at 400 Alton Road, Penthouse 7, Miami Beach, Florida 33139 (“NCM”) (Company and NCM are hereinafter sometimes collectively referred to as the “Parties”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • July 7th, 2010 • China Youth Media, Inc. • Services-advertising agencies
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
