J.G. KING PTY. LTD. A.C.N. 006 627 210 and R00 MEDIA AUSTRALIA PTY. LTD. A.C.N. 084 059 450 and BEACHFRONTS PTY. LTD. A.C.N. 004 717 748Roo Group Inc • November 18th, 2004 • Services-business services, nec
Employment Agreement Effective Date December 4, 2006 Parties ROO Group, Inc. ("RGI" or the "Company"; all RGI related entities may be referred to in the singular or plural as a "ROO Company") of 228 East 45th Street, 8th Floor, New York, NY 10017; and...Employment Agreement • December 11th, 2006 • Roo Group Inc • Services-services, nec • New York
ESCROW AGREEMENTEscrow Agreement • December 30th, 2005 • Roo Group Inc • Services-motion picture & video tape production • New York
WARRANTRoo Group Inc • August 24th, 2006 • Services-services, nec • New York
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 2nd, 2005 • Roo Group Inc • Services-motion picture & video tape production • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 28, 2005, by and among ROO Group, Inc., a Delaware corporation (the "Company"), and the purchasers listed on Schedule I hereto...Registration Rights Agreement • December 30th, 2005 • Roo Group Inc • Services-motion picture & video tape production • New York
Exhibit 2.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of May 26, 2004, by and among ROO Group, Inc., a Delaware corporation ("Buyer"); Undercover Holdings Pty Ltd, a Victorian, Australian corporation and wholly...Asset Purchase Agreement • June 16th, 2004 • Roo Group Inc • Medicinal chemicals & botanical products • New York
WITNESSETH:Share Purchase Agreement • November 2nd, 2005 • Roo Group Inc • Services-motion picture & video tape production • New York
WARRANTRoo Group Inc • November 20th, 2006 • Services-services, nec • New York
OFRoo Group Inc • December 30th, 2005 • Services-motion picture & video tape production • New York
SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of July 18, 2005, by and among ROO Group, Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees, transferees and assigns...Security Agreement • July 22nd, 2005 • Roo Group Inc • Services-business services, nec • New York
NOTE PURCHASE AGREEMENT AGREEMENT made as of this 18th day of May 2005, by and between ROO Group, Inc. (the "Company") and Robert Petty ("Petty"). W I T N E S S E T H: WHEREAS, the Company requires funding for its continued operations as a provider of...Note Purchase Agreement • May 24th, 2005 • Roo Group Inc • Services-business services, nec • New York
ARTICLE 1 TERMS OF THE ESCROWEscrow Agreement • August 25th, 2005 • Roo Group Inc • Services-business services, nec • New York
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 20, 2005, by and among ROO Group, Inc., a Delaware corporation (the "Company"), and the purchasers listed on...Registration Rights Agreement • October 26th, 2005 • Roo Group Inc • Services-motion picture & video tape production • New York
RECITALSEmployment Agreement • November 18th, 2004 • Roo Group Inc • Services-business services, nec • New York
NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. NEITHER THE SECURITIES...Incentive Stock Option Agreement • August 16th, 2004 • Roo Group Inc • Medicinal chemicals & botanical products
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 18, 2005, NEITHER...Roo Group Inc • July 22nd, 2005 • Services-business services, nec • New York
RECITALSSecurities Purchase Agreement • November 20th, 2006 • Roo Group Inc • Services-services, nec • New York
EX-2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG VIRILITEC INDUSTRIES, INC., ROO MEDIA CORPORATION, VRLT ACQUISITION CORP.Agreement and Plan of Merger • December 18th, 2003 • Virilitec Industries Inc • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 10, 2004,...Roo Group Inc • September 16th, 2004 • Medicinal chemicals & botanical products • New York
OFRoo Group Inc • December 30th, 2005 • Services-motion picture & video tape production • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 10, 2004,...Roo Group Inc • September 16th, 2004 • Medicinal chemicals & botanical products • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 18, 2005, by and among Robert Petty, chief executive officer (the "Executive") of ROO Group, Inc., a Delaware corporation (the...Registration Rights Agreement • May 24th, 2005 • Roo Group Inc • Services-business services, nec • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF SEPTEMBER 10, 2004,...Roo Group Inc • September 16th, 2004 • Medicinal chemicals & botanical products • New York
Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of September 10, 2004, by and among ROO Group, Inc., a Delaware corporation with its headquarters located at 62 White Street, Suite 3A, New York, New...Registration Rights Agreement • September 16th, 2004 • Roo Group Inc • Medicinal chemicals & botanical products • New York
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made as of November 1, 2004, by and between Bickhams Media, Inc., a Delaware corporation ("BMI") and a 100% owned subsidiary of ROO Group, Inc., a Delaware corporation...Stock Purchase Agreement • November 5th, 2004 • Roo Group Inc • Medicinal chemicals & botanical products • New York
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 18, 2005, by and among ROO Group, Inc., a Delaware corporation, with headquarters located at 228 East 45th Street, 8th Floor, New York, New York 10017...Securities Purchase Agreement • July 22nd, 2005 • Roo Group Inc • Services-business services, nec • New York
Exhibit 4.11 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of September 10, 2004, by and among ROO Group, Inc., a Delaware corporation ("Company"), and the secured parties signatory hereto and their respective endorsees,...Security Agreement • September 16th, 2004 • Roo Group Inc • Medicinal chemicals & botanical products • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement" dated as of July 18, 2005, by and among ROO Group, Inc., a Delaware corporation (the "Company"), and the secured parties signatory hereto and their...Intellectual Property Security Agreement • July 22nd, 2005 • Roo Group Inc • Services-business services, nec • New York
Stock Purchase Agreement This Stock Purchase Agreement (the "Agreement") is dated as of September 10, 2004 by and between ROO Group, Inc., a Delaware corporation (the "ROO"), and Avenue Group, Inc., a Delaware corporation ("Avenue") in connection with...Stock Purchase Agreement • September 22nd, 2004 • Roo Group Inc • Medicinal chemicals & botanical products • California
WITNESSETH:Escrow Agreement • August 24th, 2006 • Roo Group Inc • Services-services, nec • New York
ContractKIT Digital, Inc. • August 11th, 2009 • Services-services, nec
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 18, 2005, by and among ROO Group, Inc., a Delaware corporation, with headquarters located at 228 East 45th Street, 8th Floor, New York, New York 10017...Registration Rights Agreement • July 22nd, 2005 • Roo Group Inc • Services-business services, nec • New York
EXCLUSIVE DISTRIBUTION AGREEMENT This EXCLUSIVE DISTRIBUTION AGREEMENT ("Agreement") made as of this 25th day of August, 1998, by and between Vitahealth Scientific, Inc., a New York corporation to be formed (the "Company"), and Virilitec Industries,...Exclusive Distribution Agreement • March 29th, 1999 • Virilitec Industries Inc • New York
AGREEMENTCommon Stock Purchase • October 26th, 2005 • Roo Group Inc • Services-motion picture & video tape production • New York
