ContractConvertible Promissory Note • March 5th, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2008 • Zealous Trading Group, Inc. • Services-allied to motion picture production • New York
The undersigned hereby certifies, pursuant to Section 4.2.b(iii) of the Asset Purchase Agreement dated as of ________ (the “Agreement”), among Zealous Trading Group, a Nevada corporation (“Buyer”); Transfer Online Technology Development, LLC, an Oregon limited liability company; and ________ and ________, the sole Members of Seller that:
