Highway One Oweb Inc Sample Contracts

Michelex Corp – SECURITIES PURCHASE AGREEMENT (December 4th, 2006)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 28, 2006, by and among Michelex Corporation, a Utah corporation, with headquarters located at 63 Trade Road, Massena, NY 13662 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Michelex Corp – SECURITIES PURCHASE AGREEMENT (November 2nd, 2006)

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 28, 2006, by and among Michelex Corporation, a Utah corporation, with headquarters located at 63 Trade Road, Massena, NY 13662 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

Michelex Corp – 5% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 29, 2006 (April 13th, 2005)

EXHIBIT A-2 DEBENTURE B NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 RULE 504 OF REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $1,000 December 30, 2004 5% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 29, 2006 THIS DEBENTURE of Hindsight Records, Inc., a California corporation (the "Company") in the aggregate principal amount of One Thousand Dollars (US $1,000), is designated as its $1,000, 5% Secured Convertible Debenture due December 29, 2006 (the "Debentures"). FOR VALUE RECEIVED, except as otherwise provided herein,

Michelex Corp – 5% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 29, 2006 (April 13th, 2005)

EXHIBIT A-1 DEBENTURE A NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 RULE 504 OF REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $999,000 December 30, 2004 5% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 29, 2006 THIS DEBENTURE of Hindsight Records, Inc., a California corporation (the "Company") in the aggregate principal amount of Nine Hundred Ninety Nine Thousand Dollars (US $999,000), is designated as its $999,000, 5% Secured Convertible Debenture due December 29, 2006 (the "Debenture A").

Michelex Corp – AGREEMENT OF SALE (April 13th, 2005)

AGREEMENT OF SALE AGREEMENT OF SALE, made as of December 30, 2004, between Cynthia Cassell, having an address at 4198 Hilltop Drive, Park City, Utah 84096 ("Seller"), and Michelex Corporation, a Utah Corporation, having an address at 63 Trade Road, Ma.ssena, New York 13662 ("Purchaser'). 1. Agreement to Sell. Seller agrees to sell, transfer and deliver to Purchaser, and Purchaser agrees to purchase, upon the terms and conditions hereinafter set forth, the Forty (40) shares of the capital stock of Hindsight Records, Inc., a corporation organized under the laws of California (the "Corporation"), said shares constituting all of the authorized and issued shares of the Corporation (the "Shares"). 2. Purchase Price. The purchase price to be paid by Purchaser: (a) by the payment of Eight Hundred Thousand Dollars ($800,000.00) at the closing by the execution and delivery of a Promissory Note by Purchaser to

Michelex Corp – AGREEMENT AND PLAN OF MERGER (April 13th, 2005)

EXHIBIT B MERGER AGREEMENT AGREEMENT AND PLAN OF MERGER by and among Michelex Corporation a Utah corporation, Stradaveri, Inc., a California corporation and Hindsight Records, Inc., a California corporation LIST OF SCHEDULES AND EXHIBITS TO AGREEMENT AND PLAN OF MERGER SCHEDULES Company Disclosure Schedule Schedule 4.2(d) PRCO Financial Statements Schedule 4.2(i) PRCO Legal Proceedings Schedule 4.2(g) PRCO Liabilities Schedule 4.2(m) PRCO Absence of Certain Changes o

Michelex Corp – REGISTRATION RIGHTS AGREEMENT (April 13th, 2005)

EXHIBIT 6.1(j) REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") dated as of December 30, 2004, by and between Michelex Corporation, a Utah corporation (the "Company"), and Highgate House, LLC, whose address is 8400 Normandale Lake Blvd., Suite 920, Minneapolis, Minnesota 55237 (the "Purchaser"). On or prior to the date hereof, the Company has assumed the obligations from Hindsight Records, Inc. of certain Convertible Debentures (the "Debentures") issued to the Purchaser on the date hereof that may be converted to common stock of the Company (the "Underlying Shares"), all as more particularly provided therein. The Company and the Holder hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls or is c

Michelex Corp – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (April 13th, 2005)

CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Between HINDSIGHT RECORDS, INC. and THE PURCHASER LISTED ON SCHEDULE 1 HERETO ----------------------------- December 30, 2004 ----------------------------- TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS.................................................................1 1.1 Certain Definitions...................................................................1 ARTICLE II PURCHASE AND SALE OF CONVERTIBLE DEBENTURES.........................................5 2.1 Purchase and Sale; Purcha

Michelex Corp – CERTIFICATE OF MERGER (April 13th, 2005)

EXHIBIT C CERTIFICATE OF MERGER OF STRADEVERI, INC. WITH AND INTO HINDSIGHT RECORDS, INC. [to be provided by Jehu Hand] C-1 EXHIBIT D SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of December 30, 2004, by and between HINDSIGHT RECORDS, INC., (the "Company"), and the PURCHASER listed on Schedule I attached to the Convertible Debenture Purchase Agreement dated the date hereof (the "Secured Party"). WHEREAS, the Company shall issue and sell to the Secured Party, as provided in the Convertible Debenture Purchase Agreement dated the date hereof, and the Secured Party shall pur

Highway One Oweb Inc – AGREEMENT AND PLAN OF MERGER (July 28th, 2003)

AGREEMENT AND PLAN OF MERGER BY AND AMONG HIGHWAY ONE-OWEB, INC., MICHELE AUDIO, INC. AND MICHELE AUDIO CORPORATION OF AMERICA AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2003 (the "Agreement"), among HIGHWAY ONE-OWEB, INC., a Utah corporation ("Highway One"), MICHELE AUDIO, INC., a Delaware corporation ("Newco"), and MICHELE AUDIO CORPORATION OF AMERICA, a New Jersey corporation ("Michele Audio"). W I T N E S S E T H: WHEREAS, the respective Boards of Directors of Highway One, Newco and Michele Audio deem it desirable and in the best interests of their respective corporations and stockholders that Newco merge with and into Michele Audio (the "Merger") in accordance with this Agree

Highway One Oweb Inc – AGREEMENT AND PLAN OF MERGER (May 15th, 2003)

AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of__________(the "Agreement"), by and among Highway One-OWeb, Inc., a Utah corporation, ("Highway"), Michele Audio Corporation, a New Jersey corporation (the "Company") and Michele Audio, Inc., a Delaware corporation, a wholly owned subsidiary of Highway (the "Subsidiary") and Benjamin Hansel, Highway's principal shareholder, ("Hansel") residing at 2001 Potomac, Houston, TX 77057. Highway, the Company, the Subsidiary and Hansel are collectively referred to herein as the "Parties." RECITALS: WHEREAS, the respective boards of directors of the Subsidiary and the Company have approved the merger of the Company with and into Subsidiary (the "MERGER") in exchange for Common Stock of Highway (the "Highway Common Stock") and approved the Merger upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, it is intended that, for federal income tax purpose

Highway One Oweb Inc – AGREEMENT AND PLAN OF MERGER (April 15th, 2003)

AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of Feb. 20, 2003(the "Agreement"), between Highway One-OWeb, a Utah corporation, ("Highway"), and Michele Audio Corporation, a New Jersey corporation (the "Company"). Highway and the Company are collectively referred to herein as the "Parties." RECITALS: WHEREAS, the respective boards of directors of each of Highway and the Company have approved the merger of the Company with and into Highway (the "MERGER") and approved the Merger upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, it is intended that, for federal income tax purposes, the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "CODE"); WHEREAS, the Company and Highway desire to make certain representations, warranties, co

Highway One Oweb Inc – PURCHASE AGREEMENT (February 12th, 2003)

PURCHASE AGREEMENT THIS AGREEMENT is made this 7th day of February, 2003, by and between Pete Chandler, a resident of Weber County, State of Utah ("Chandler"); Benjamin Hansel, a resident of Harris County, State of Texas ("Hansel"); and Highway One-OWEB, Inc., a Utah corporation (the "Company"). RECITALS A. Chandler is the founder and the sole director, President and Secretary of the Company, and is the beneficial owner of 2,000,000 shares of the Company's common stock, representing approximately 85% of the 2,348,000 shares that are issued and outstanding immediately prior to the execution of this Agreement (the "Currently Outstanding Shares"). B. The Company was organized in March, 1999, for the purpose of conducting a web site design, development and hosting business. C. Following the Company's organization, it offered and sold 348,000 shares of its common stock at a price of $0.10 per share under Rule

Highway One Oweb Inc – AMENDMENT TO BYLAWS OF (February 12th, 2003)

AMENDMENT TO BYLAWS OF HIGHWAY ONE-OWEB, INC. The following amendment to the Bylaws of Highway One-OWEB, Inc. was adopted by consent of the sole director of the Company as of the 27 day of January, 2003: ARTICLE XII ----------- CONTROL SHARE ACQUISITIONS -------------------------- Section 61-6-1, et seq., U.C.A., shall not apply to any control share acquisitions of shares of this corporation. I, Pete Chandler, Secretary of Highway One-OWEB, Inc., hereby certify that the foregoing Amendment to Bylaws of Highway One-OWEB, Inc. was duly adopted by resolution of the Board of Directors effective as of the 27 day of January, 2003. /s/ Pete Chandler ----------------- Pete Chandler