Atlantic Syndication Network Inc Sample Contracts

Zealous, Inc. – ZEALOUS BOARD AGREES TO SELL BIOTECH/NUTRACEUTICAL SUBSIDIARY PROCEEDS TO SETTLE LEGACY DEBT AND EXPAND PROPRIETARY PORTAL/SOCIAL NETWORK PRESS RELEASE Source: Zealous, Inc. On Tuesday March 2, 2010, 10:37 am EST NEWPORT BEACH, CA--(Marketwire - 03/02/10) - Zealous Inc., (OTC.BB:ZLUS - News), announced that it has agreed to sell its wholly-owned subsidiary Heath and Wellness Partners, Inc. (HWP) in order to monetize the valued asset and payoff Company legacy debt. The Company will also use the proceeds to expand the AdultSpot.com, its unique portal/social network. "It was a hard choice to deci (March 23rd, 2010)
Zealous, Inc. – MODIFICATION AGREEMENT (March 27th, 2009)

Rock Hard Laboratories, LLC (“the Company”), and Health and Wellness Partners, Inc., (the “Independent Contractor”), agree as follows:

Zealous, Inc. – INDEPENDENT CONTRACTOR SERVICES AGREEMENT (SALES) (March 27th, 2009)

This Independent Contractor Agreement (this “Agreement”) is effective as of the 23 day of, 2009, and is by and between RockHard Laboratories, LLC ("the Company"), and Health and Wellness Partners, Inc. (the “Independent Contractor").

Zealous, Inc. – LIQUID MANAGEMENT PARTNERS, LLC DISTRIBUTION AGREEMENT With HEALTH & WELLNESS PARTNERS, INC. (March 11th, 2009)

* Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission.

Adult Entertainment Capital, Inc. – ZEALOUS HOLDINGS, INC. 2007 STOCK INCENTIVE PLAN (October 15th, 2008)
Adult Entertainment Capital, Inc. – Adult Entertainment Capital Signs Letter of Intent to Buy ComedyNet.com Founder of the Spice Channel Mark Graff Joins Board as Vice Chairman and CEO of ComedyNet (September 2nd, 2008)

TUSTIN, Calif., Sep 02, 2008 (BUSINESS WIRE) -- Adult Entertainment Capital, Inc. (OTCBB:ZLST) reached an agreement to acquire ComedyNet (comedynet.com) on August 25, 2008, in a deal that brings industry strong man Mark Graff back to the adult world.

Zealous Trading Group, Inc. – Certificate of Amendment to Articles of Incpraoration For Nevada Profit Corporations (Pursuant to AIRS 78.385 and 78.390 - After Issuance of Stock) (May 15th, 2008)
Zealous Trading Group, Inc. – AGREEMENT (May 6th, 2008)

This Agreement (“Agreement”) is entered into on this 30th day, of April, 2008 by and between Zealous Trading Group, Inc. (fka Atlantic Syndication Network Inc.), a Nevada corporation (the “Parent”), ASNI II, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Zealous Holdings, Inc., a Delaware corporation (the “Company”).  This Agreement is in reference to that certain Agreement and Plan of Merger dated July 16, 2007 (“Merger Agreement”).  Capitalized terms used in this Agreement without definition shall have the meanings as set forth in the Merger Agreement.   Parent, Merger Sub and Company are collectively referred to herein as “Parties.”

Zealous Trading Group, Inc. – SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (May 6th, 2008)

This Second Amendment to Agreement and Plan of Merger (this “Second Amendment”) is made as of this 30th day of April 2008, among Zealous Trading Group, Inc. (fka Atlantic Syndication Network, Inc.), a Nevada corporation (“ZTG”), ASNI II, Inc., a Delaware corporation and wholly owned subsidiary of ZTG (“ASNI II”) and Zealous Holdings, Inc., a Delaware corporation (“ZH”).

Zealous Trading Group, Inc. – ASSET PURCHASE AGREEMENT (March 5th, 2008)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of this 3rd day of March 2008 (the "Effective Date"), among Zealous Trading Group, Inc., a Nevada corporation ("Buyer") and Transfer Online Technology Development, LLC, an Oregon limited liability company (“Seller”); and ________________ and ________________, being all of the Members of Seller (the “Members”).

Zealous Trading Group, Inc. – Contract (March 5th, 2008)

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.

Zealous Trading Group, Inc. – AMENDMENT TO AGREEMENT AND PLAN OF MERGER (February 21st, 2008)

This Amendment to Agreement and Plan of Merger (this “Amendment”) is made as of this 15th day of February 2008, among Zealous Trading Group, Inc. (fka Atlantic Syndication Network, Inc.), a Nevada corporation (“ZTG”), ASNI II, Inc., a Delaware corporation and wholly-owned subsidiary of ZTG (“ASNI II”) and Zealous Holdings, Inc., a Delaware corporation (“ZH”).

Zealous Trading Group, Inc. – COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC. (November 21st, 2007)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Porter Partners, LP, California limited partnership (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof October 5, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), 5,000,000 shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”).  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Zealous Trading Group, Inc. – SECURED PROMISSORY NOTE (November 21st, 2007)

FOR VALUE RECEIVED, the undersigned, Zealous Trading Group, Inc., a Nevada corporation ("Maker"), promises to pay to Porter Partners, LP, a California limited partnership ("Payee") at 300 Drakes Landing Road, Suite 175, Greenbrae, California 94904, or at such other place as Payee may from time to time designate by written notice to Maker, in lawful money of the United States of America, the aggregate sum of One Hundred Thousand Dollars ($100,000.00).   Maker further agrees as follows:

Atlantic Syndication Network Inc – CONVERTIBLE PROMISSORY NOTE (October 22nd, 2007)

FOR VALUE RECEIVED, the undersigned, Zealous Trading Group, Inc., a Nevada corporation ("Maker"), promises to pay to ______("Payee") at ______, or at such other place as Payee may from time to time designate by written notice to Maker, in lawful money of the United States of America, the aggregate sum of  _________ ($__________).   Maker further agrees as follows:

Atlantic Syndication Network Inc – SERIES A COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC. (October 22nd, 2007)

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ___________ (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), _________________ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”).  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).  Notwithstanding anything to the contrary in this Warrant, this Warrant shall immediately expire and become void, w

Atlantic Syndication Network Inc – 5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE OCTOBER 17, 2008 (October 22nd, 2007)

THIS DEBENTURE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Debentures of Zealous Trading Group, Inc., a Nevada corporation, (the “Company”), having its principal place of business at _____________________________, designated as its 5% Senior Secured Convertible Debenture due October 17, 2008 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

Atlantic Syndication Network Inc – SECURITY AGREEMENT (October 22nd, 2007)

This SECURITY AGREEMENT, dated as of October 17, 2007 (this “Agreement”), is among Zealous Trading Group, Inc., a Nevada corporation (the “Company”), ASNI II, Inc., a Delaware corporation (“ASNI”), Zealous Holdings, Inc., a Delaware corporation (the “Guarantor” and together with the Company, the “Debtors”) and the holders of the Company’s 5% Senior Secured Convertible Debentures due October 17, 2008 and issued on October 17, 2007 in the original aggregate principal amount of $6,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

Atlantic Syndication Network Inc – Press Release Source: Zealous Trading Group, Inc. (October 22nd, 2007)

NEW YORK, NY, October 22, 2007 –Zealous Trading Group, Inc. (OTCBB: ZLST.OB), formerly known as Atlantic Syndication Network, Inc. (the “Company”), announced  that on October 17, 2007 it executed definitive agreements on a $4.275 Million round of financing.  The  transaction was arranged by Empire Financial Group, Inc. (EFH-AMEX).

Atlantic Syndication Network Inc – SECURED PROMISSORY NOTE (October 22nd, 2007)

FOR VALUE RECEIVED, the undersigned, Zealous Trading Group, Inc., a Nevada corporation ("Maker"), promises to pay to a _______ limited partnership ("Payee") at ____________ or at such other place as Payee may from time to time designate by written notice to Maker, in lawful money of the United States of America, the aggregate sum of One Hundred Thousand Dollars ($100,000.00).   Maker further agrees as follows:

Atlantic Syndication Network Inc – SECURITY AGREEMENT (October 22nd, 2007)

Security Agreement (the “Agreement”) dated October 5, 2007 made by Zealous Trading Group, Inc., a Nevada corporation (“Debtor”), in favor of _______________ a ______ limited partnership (the “Secured Party”).

Atlantic Syndication Network Inc – REGISTRATION RIGHTS AGREEMENT (October 22nd, 2007)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 17, 2007, between Zealous Trading Group, Inc., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Atlantic Syndication Network Inc – SECURITIES PURCHASE AGREEMENT (October 22nd, 2007)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2007 between Zealous Trading Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Atlantic Syndication Network Inc – SERIES A COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC. (October 22nd, 2007)

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________(the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), _______ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”).  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Atlantic Syndication Network Inc – COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC. (October 22nd, 2007)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________limited partnership (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof October 5, 2007 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), 5,000,000 shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”).  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Atlantic Syndication Network Inc – GUARANTEE (October 22nd, 2007)

GUARANTEE, dated as of October 17, 2007 (this “Guarantee”), made by Zealous Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Zealous Trading Group, Inc., a Nevada corporation (the “Company”) and the Purchasers.

Atlantic Syndication Network Inc – SERIES B COMMON STOCK PURCHASE WARRANT ZEALOUS TRADING GROUP, INC. (October 22nd, 2007)

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the earlier of (i) Authorized Share Approval or (ii) the 18th month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zealous Trading Group, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.  The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Atlantic Syndication Network Inc – USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY (October 5th, 2007)

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

Atlantic Syndication Network Inc – PARENT VOTING AGREEMENT (July 20th, 2007)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2007, by and among Zealous Holdings, Inc., a Delaware corporation (the “Company”), and each of the undersigned shareholders (each, a “Shareholder”) of Atlantic Syndication Network, Inc., a Nevada corporation (the “Parent”).

Atlantic Syndication Network Inc – AGREEMENT AND PLAN OF MERGER (July 20th, 2007)

THIS AGREEMENT AND PLAN OF MERGER (this “AGREEMENT”) is made and entered into as of July 16, 2007, by and among Atlantic Syndication Network, Inc. a Nevada corporation (the “PARENT”), ASNI II, INC., a Delaware corporation (the “MERGER SUB”) and ZEALOUS HOLDINGS, INC., a Delaware corporation (the “COMPANY”). Capitalized terms used in this Agreement without definition shall have the meanings set forth or referenced in ARTICLE VIII.

Atlantic Syndication Network Inc – Press Release Source: Atlantic Syndicated Network, Inc. and Zealous Holdings, Inc. (July 17th, 2007)

NEW YORK - (PR News Wire) - July 17, 2007 Atlantic Syndication Network, Inc. (OTCBB:ASNI - News) is a multi-media production company that has developed, produced, and distributed various television programs. It has announced today that it signed a definitive merger agreement with Zealous Holdings, Inc., a diversified financial services holding company. Its wholly owned subsidiaries include an investment banking firm, an asset management company, and an alternative trading system (ATS). Atlantic Syndication Network intends to change its name to The Zealous Group after the merger has been approved by ASNI shareholders.

Atlantic Syndication Network Inc – AGREEMENT WITH PROMOTION PUBLISHING COMPANY. (May 23rd, 2000)
Atlantic Syndication Network Inc – PROFIT PARTICIPATION AGREEMENT (May 16th, 2000)
Atlantic Syndication Network Inc – WARRANT PLANS (May 16th, 2000)
Atlantic Syndication Network Inc – AGREEMENT WITH PROMOTION PUBLISHING COMPANY. (April 28th, 2000)