0001213900-12-002946 Sample Contracts

Contract
X-Factor Communications Holdings, Inc. • May 21st, 2012 • Blank checks • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, ENCUMBERED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO X-FACTOR COMMUNICATIONS, LLC THAT SUCH REGISTRATION IS NOT REQUIRED OR SUCH TRANSACTION COMPLIES WITH RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT.

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FIRST AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE
X-Factor Communications Holdings, Inc. • May 21st, 2012 • Blank checks

This First Amendment to Secured Convertible Promissory Note ("First Amendment") is entered into as of the 19th day of January, 2011 by X-Factor Communications, LLC as maker ("Maker") and the New Jersey Economic Development Authority as lender ("Authority").

SECOND MODIFICATION OF CONVERTIBLE LOAN AGREEMENT
Convertible Loan Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks

This Second Modification of Convertible Loan Agreement (this "Second Modification") made and executed as of September 14, 2011, by and between:

CANCELLATION AGREEMENT
Cancellation Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • Delaware

This Cancellation Agreement (this “Agreement”) is made as of the 15th day of May, 2012 by and among Organic Spice Imports, Inc., a Delaware corporation having its offices at 3 Empire Blvd., 5th Floor, South Hackensack, NJ 07606 (the “Company”), and the individuals set forth on Schedule I hereto (the “Securities Holders”).

PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
Patent, Trademark • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks

THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (together with all amendments, restatements, supplements and modifications, if any, from time to time hereto, this "Agreement"), dated as of July 31, 2009 is made by X-FACTOR COMMUNICATIONS, LLC, having an address at 3 Empire Blvd., South Hackensack, New Jersey, 07606, a New York limited liability company ("Grantor"), in favor of NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY, having an address at 36 West State Street, PO Box 990, Trenton, New Jersey 08625-0990 ("Lender").

CONVERTIBLE LOAN AGREEMENT Dated as m July 31, 2009 by and between NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY as Lender
Convertible Loan Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • New Jersey

The terms and information set forth on this cover page are a part of the attached Convertible Loan Agreement, dated as of the date first written above (this "Agreement"), entered into by and among the New Jersey Economic Development Authority ("Lender") and X-Factor Communications, LLC, a limited liability company ("Borrower"), set forth above. The terms and conditions of the Agreement agreed to between Lender and Borrower are as follows:

SECURITY AGREEMENT
Security Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • New Jersey

This Security Agreement (this "Agreement") is made on the 315t day of July, 2009, by and between THE NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY ("Secured Party"), having an address at 36 West State Street, PO Box 990, Trenton, New Jersey 08625-0990, and X-FACTOR COMMUNICATIONS, LLC, a New York limited liability company, having an address at 3 Empire Blvd, South Hackensack, New Jersey 07606 ("Debtor").

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 21st, 2012 • X-Factor Communications Holdings, Inc. • Blank checks • New York
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