REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of January 28, 2014 between Duane Street Corp. (to be renamed CÜR Media, Inc.) , a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This SPLIT-OFF AGREEMENT, dated as of January 28, 2014 (this “Agreement”), is entered into by and among Duane Street Corp., a Delaware corporation (“Seller”), Duane Street Split Corp., a Delaware corporation (“Split-Off Subsidiary”), and Peretz Yehuda Aisenstark and Yair Shofel (singly and collectively, “Buyer”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by Duane Street Corp., a publicly traded corporation duly organized under the laws of the State of Delaware (hereinafter referred to as the “Company” or “DUSR”), to act as an exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of units (the “Units”) of securities of the Company, as more fully described below. The Company will receive a contribution (the “Contribution) from Raditaz, LLC (“Raditaz”), a privately held Connecticut limited liability company, of all of the outstanding limited liability company membership interests (the “LLC Interests”) of Raditaz (which will effectively transfer to the Company all of Raditaz’s assets including all int
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and among Duane Street Corp., a Delaware corporation (the “Company”) and Thomas Brophy (“Executive”) is entered into as of January 28, 2014 (the “Execution Date”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made effective as of _________________ ___, 2014, and is entered into by and among Duane Street Corp. (to be renamed CÜR Media, Inc.), a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and among Duane Street Corp., a Delaware corporation (“Seller”), Duane Street Split Corp., a Delaware corporation (“Split-Off Subsidiary”), and each of Peretz Yehuda Aisenstark and Yair Shofel (singly and collectively, “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
DUANE STREET CORP. VALLEY COTTAGE, NY 10989Cur Media, Inc. • February 3rd, 2014 • Games, toys & children's vehicles (no dolls & bicycles) • New York
Reference is hereby made to several Stock Purchase Agreements of like tenor (each, an “SPA” and collectively, the “SPAs”), dated of even date herewith, by and between you and certain other buyers, on the one hand (each, a “Buyer” and collectively, the “Buyers”), and certain sellers signatory thereto, on the other hand (each, a “Seller” and collectively, the “Sellers”), pursuant to which the Buyers are purchasing from the Sellers an aggregate of 256,000 (4,225,000 post-split) shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of Duane Street Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings given them in the SPAs.
CONTRIBUTION AGREEMENT AMONG DUANE STREET CORP., a Delaware corporation, RADITAZ, LLC, a Connecticut private limited liability company AND TOM BROPHY and TRUST UNDER ARTICLE III OF THE THOMAS E. BROPHY 2004 GRANTOR RETAINED ANNUITY TRUST DATED...Contribution Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 28, 2014, by and among Duane Street Corp., a Delaware corporation (the “Pubco”), Raditaz, LLC, a Connecticut private limited liability company (“Raditaz”), and Tom Brophy and Trust Under Article III of the Thomas E. Brophy 2004 Grantor Retained Annuity Trust Dated 3/2/2004, the holders of more than 51% of the outstanding Raditaz membership interests (singly and collectively, the “Majority Holder”). Pubco, Raditaz and the Majority Holder are each a “Party” and referred to collectively herein as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This CONSULTING AGREEMENT (this “Agreement”) is made as of January 28, 2014 by and between Duane Street Corp. (the “Company”), and John A. Lack (“Mr. Lack” or the “Consultant”).
INDEMNIFICATION SHARE ESCROW AGREEMENTIndemnification Share Escrow Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Indemnification Escrow Agreement (this “Agreement”) is entered into as of January 28, 2014, by and among Duane Street Corp., a Delaware corporation (the “Parent”), Tom Brophy, (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of January 28, 2014, by and between the undersigned person or entity (the “Restricted Holder”) and Duane Street Corp., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Contribution Agreement (as defined herein).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • February 3rd, 2014 • Cur Media, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
Subscription Escrow Agreement (the “Escrow Agreement”) dated as of the effective date (the “Effective Date”) set forth on Schedule 1 attached hereto (“Schedule 1”) by and among the corporation identified on Schedule 1 (the “Issuer”), the limited liability company identified on Schedule 1 (the “Depositor”) and CSC Trust Company of Delaware, as escrow agent hereunder (the “Escrow Agent”).
