SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2014 • FONU2 Inc. • Retail-misc general merchandise stores • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 24, 2014, by and between FONU2 INC., a Nevada corporation, with headquarters located at 331 East Commercial Boulevard, Fort Lauderdale, FL 33334 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT FONU2 INC.FONU2 Inc. • June 8th, 2015 • Retail-misc general merchandise stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, SBI Investments LLC, 2014-1, a Delaware limited liability company, or its assigns (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 the close of business on the 3 year anniversary of the Initial Issuance Date set forth above (the “Termination Date”) but not thereafter, to subscribe for and purchase from FONU2 Inc., a Nevada corporation (the “Company”), up to 250,000 shares (as subject to adjustment hereunder, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2010 • Zaldiva Inc • Services-business services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 4, 2010, by and between ZALDIVA, INC., a Florida corporation, with headquarters located at 331 East Commercial Boulevard, Fort Lauderdale, FL 33334 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2013 • FONU2 Inc. • Retail-misc general merchandise stores • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 11, 2013, by and between FONU2 INC., a Nevada corporation, with headquarters located at 331 East Commercial Boulevard, Fort Lauderdale, FL 33334 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 29th, 2012 • Zaldiva Inc • Retail-misc general merchandise stores • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between ZALDIVA, INC, a Nevada corporation, having principal business offices at 331 East Commercial Blvd, Ft. Lauderdale, Florida 33334, (hereinafter the “Company”) and MARK SIMPSON, an individual resident of the State of Florida (hereinafter “Executive”), and is effective as of March 29, 2012 (the “Effective Date”).
PLACEMENT AGREEMENTPlacement Agreement • November 20th, 2009 • Zaldiva Inc • Services-business services, nec • New York
This Agreement is made and entered into as of this 16th day of November, 2009 by and between Charles Morgan Securities, Inc. ("CMS") and Zaldiva, Inc. ("the Company").
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 29th, 2012 • Zaldiva Inc • Retail-misc general merchandise stores • Florida
THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made by and between ZALDIVA, INC, a Nevada corporation, having principal business offices at 331 East Commercial Blvd., Ft. Lauderdale, Florida 33334, (hereinafter the “Company”) and JEFF OLWEEAN, an individual resident of the State of Florida (hereinafter “Contractor”), and is effective as of March 29, 2012, (the “Effective Date”).
Confidential Memorandum of UnderstandingMemorandum Of • November 4th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores
This Memorandum of Understanding (“MOU”) between Effingham County Industrial Development Authority (“ECIDA”) and FONU2, a publicly traded company, that operates under the name of Moon River Studios (“Moon River”). Moon River is currently in default under a Bond Lease and MOU (with associated agreements) with the ECIDA that it wishes to terminate and renegotiate a new movie studio project. The planned movie studio site is located in Effingham County, Georgia on property commonly known as the “North Tract”.
MUTUAL RELEASE AGREEMENTMutual Release Agreement • November 6th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores • Georgia
This mutual release agreement (“Release”) is made and entered into as of November 4, 2015, by and between Studioplex City, LLC a Georgia corporation (“SC”, “Party”), and Nutmeg Productions, Inc. and Parkway Productions, Inc. (together “NP&PP”, “Party” “Parties”).
RESCISSION AGREEMENTRescission Agreement • August 22nd, 2012 • FONU2 Inc. • Retail-misc general merchandise stores • Florida
WHEREAS, effective as of March 29, 2012, FONU2 Inc., a Nevada corporation formerly known as Zaldiva, Inc. (the “Company”), and William Lavenia, a resident of the State of Florida (the “Contractor”) entered into an Independent Contractor Agreement providing for the Contractor to work as an independent contractor for the Company for a period of one year;
LOAN AND SECURITY AGREEMENT Dated as of January 5, 2016 by and among HUTTON VENTURES, LLC, as Lender and FONU2, INC., d/b/a Moon River Studios, MOON RIVER RENTALS, LLC formerly Studioplex City Rentals, LLC and STUDIOPLEX CITY CREWS, LLC, together as...Loan and Security Agreement • January 20th, 2016 • FONU2 Inc. • Retail-misc general merchandise stores • New York
THIS LOAN and SECURITY AGREEMENT (as the same may from time to time hereafter be modified, supplemented or amended, this “Agreement”), dated as of January 5, 2016 2015 (the “Closing Date”), is made by and among Hutton Ventures LLC, a Delaware limited liability company (“Lender”), and FONU2, Inc. a Nevada corporation (“FONU"), Moon River Rentals, LLC, formerly Studioplex City Rentals, LLC, a Georgia limited liability company (“Moon River”) and Studioplex City Crews, Inc., a Georgia corporation (“Studioplex”) (together “Borrowers”)
INVESTMENT BANKING AND ADVISORY AGREEMENTInvestment Banking and Advisory Agreement • November 20th, 2009 • Zaldiva Inc • Services-business services, nec • New York
AGREEMENT, made this 16th day of November 2009, between the two parties on by and between, Zaldiva Inc., having its principal place of business at 331 E. Commercial Blvd, Ft. Lauderdale, FL 33334 (the "Company") and Charles Morgan Securities Inc., having its principal place of business at 120 Wall St., 16th Fl, New York, NY 10005, hereinafter the (the "Consultant").
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 8th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of May 29, 2015, is made by and among FONU2 Inc., a Nevada corporation (the “Company”) and each holder of Company’s common stock signatory hereto (the “Pledgor” and, collectively, the “Pledgors”) in favor of SBI Investments LLC, 2014-1 (the “Agent”) and the holders of the Company’s 5% convertible promissory note due, unless demanded earlier pursuant to the terms therein, on May 29, 2016 (collectively, the “Pledgee”).
CONSULTING AGREEMENTConsulting Agreement • August 13th, 2013 • FONU2 Inc. • Retail-misc general merchandise stores • New York
In consideration of the mutual promises contained herein and on the terms and conditions hereinafter set forth, the Company and Consultant agree as follows:
AGREEMENT Re WORLDWIDE RIGHTS ACQUISITION and INVESTMENT For the films to be produced by Eagle Productions LLCInvestment Agreement • March 3rd, 2015 • FONU2 Inc. • Retail-misc general merchandise stores
This rights acquisition and investment agreement (“Agreement”) is between Fonu2, Inc. (“F2”) (“Party”) of 331 East Commercial Blvd, Ft. Lauderdale, FL 33334 and Eagle Productions, LLC of 135 Goshen Road Extension, Rincon, GA 31326 (“EP”) (“Party”) (together “Parties”) with a view to F2 investing in, co-producing and exploiting the motion picture currently titled “Effa” (Picture”) to be produced by EP. The Picture is based on a screenplay (“Screenplay”) written by Jeffrey Miller and Byron Motley (“Owners”) based on the book entitled “Queen of the Negro Leagues: Effa Manley and the Newark Eagles” written by James Overmyer and under option by the Owners (“Underlying Rights”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • November 4th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores • Illinois
This Settlement and Mutual Release Agreement (the "Agreement") is entered into as of this 23 day of October 2015 between and among Plaintiff Mammoth West Corporation d/b/a Mammoth Corporation ("Mammoth") and Defendants Moon River Studios, Inc. F/K/A Medient Studios, Inc. ("MDNT"), Joel Shapiro a/k/a Jake Shapiro ("Shapiro"), and FONU2, Inc. ("FONU2") ("collectively the "Defendants"). Mammoth and each of the Defendants may be referred to as a "Party" and collectively they may be referred to as the "Parties".
MUTUAL RELEASE AGREEMENTMutual Release Agreement • November 9th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores
This mutual release agreement (“Release”) is made and entered into as of November 9, 2015, by and between FONU2 Inc a Nevada corporation (“FONU2”, “Party”), and Eagle Productions, LLC a Georgia corporation. (“EP”, “Party” ) (together “Parties)
SECURITY AGREEMENTSecurity Agreement • July 8th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores • Florida
This Security Agreement (this “Security Agreement”) is dated as of July 1, 2015 by Studioplex City Rentals, LLC, a Nevada limited liability company (the “Borrower”), and is executed and delivered to and in favor of Apple Box Productions, Inc., a Florida corporation (the “Lender”).
RESCISSION AGREEMENTRescission Agreement • August 22nd, 2012 • FONU2 Inc. • Retail-misc general merchandise stores • Florida
WHEREAS, effective as of March 29, 2012, FONU2 Inc., a Nevada corporation formerly known as “Zaldiva, Inc.” (the “Company”), and Mark Simpson, a resident of the State of Florida (the “Executive”) entered into an Executive Employment Agreement providing for the Executive to work as the Company’s Corporate Operating Officer for a period of one year;
PREFERRED STOCK BUYBACK AGREEMENTPreferred Stock Buyback Agreement • August 22nd, 2012 • FONU2 Inc. • Retail-misc general merchandise stores • Florida
WHEREAS, Jeffrey Olweean and Nicole Leigh are the holders (collectively, the “Holders”) of 212,500 shares and 37,500 shares, respectively, of the outstanding Series A 4% Convertible Preferred Stock (the “Preferred Stock”) of FONU2 Inc., a Nevada corporation (the “Company”), which shares represent all of the Company’s issued and outstanding shares of Preferred Stock;
REDEMPTION AGREEMENTRedemption Agreement • October 24th, 2012 • FONU2 Inc. • Retail-misc general merchandise stores • Florida
This REDEMPTION AGREEMENT (the “Agreement”) is made and entered into as of this 22nd day of October, 2012 (the “Effective Date”), by and among the HMBL Trust (“HMBL); William Lavenia (“Lavenia”); and SLP-DZ-NTZ, LLC (“SLP”) (collectively the “Shareholders”) and, FONU2 INC., a Nevada corporation (the “Company”).
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • September 14th, 2010 • Zaldiva Inc • Services-business services, nec • New York
This Amendment No. 1 to the Convertible Promissory Note (this “Amendment”) is executed as of September 8, 2010, by ZALDIVA, INC., a Florida corporation (the “Borrower”); and ASHER ENTERPRISES, INC., a Delaware corporation, or its assigns (“Holder”) to amend the Convertible Promissory Note dated June 4, 2010 between those parties (the “Note”).
TERM SHEET Re Investment by Fonu2, Inc. in the Motion Picture “Mara”FONU2 Inc. • January 20th, 2016 • Retail-misc general merchandise stores
This term sheet (the “Term Sheet”) sets forth the material terms and conditions of the agreement by and between Fonu2, Inc. d/b/a Moon River Studios (“MRS”) of 135 Goshen Road Ext. Suite 205, Rincon, GA 31326 and The Solution Entertainment Group, LLC (“SEG”) of 6525 Sunset Blvd, Bungalow GS4, Los Angeles, CA 90028 and Mann Made Films Limited (“MM”) of C/o Nelson Davis, LLP, 233 Wilshire Blvd, Suite 900, Santa Monica, CA 90401 (SEG and MM together “SEGMM”) (SEG, MM, SEGMM and MRS are sometimes each referred to herein as a “Party” or together referred to herein as the “Parties”) with respect to MRS’s investment in the motion picture presently titled “Mara” (the “Picture”) based on the screenplay by Jonathan Frank dated November 21, 2014 (the “Screenplay”).
SECURITY AGREEMENTSecurity Agreement • July 8th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores • Michigan
THIS SECURITY AGREEMENT is made and entered into as of the 24th day of June, 2015 by Studioplex City Rentals LLC, a Georgia limited liability company, with its principal place of business located at 135 Goshen Road, Suite 205, Rincon, GA 31326 ("Debtor”) in favor of Loeb Term Solutions LLC, an Illinois limited liability company, with its principal place of business located at 4131 S. State Street, Chicago, IL 60609 (“Secured Party”).
DISTRIBUTION AGREEMENTDistribution Agreement • November 4th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores • New York
This Agreement and the attached Standard Terms (collectively, the “Agreement”) are dated as of September 30, 2015 and set forth the terms of the Agreement between FONU2, Inc. doing business as Moon River Studios, Inc. (“Owner” or a “Party”) of 135 Goshen Road Ext., Suite 205, Rincon, Georgia 31326 and Magna Entertainment (“Magna” or a “Party”) (and together with the Owner, collectively, “Parties”) with respect to Owner’s engagement of Magna as agent in connection with the distribution and exploitation of the motion picture “Yellow.” The motion picture (written by Nick Cassavetes and Heather Wahlquist, directed by Nick Cassavetes and starring Heather Wahlquist, Sienna Miller, Melanie Griffith, Lucy Punch, Ray Liotta, Gena Rowlands…), currently titled Yellow (“Picture”) shall be distributed on the following terms and conditions:
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 6th, 2012 • Zaldiva Inc • Retail-misc general merchandise stores • Florida
This Agreement and Plan of Reorganization ("Agreement") is dated March 6, 2012, by and among Zaldiva, Inc., a Nevada corporation ("Buyer"); Cygnus Internet, Inc., a Florida corporation ("Seller"); and Jeffrey M. Pollitt, who is the beneficial owner of approximately 37% of Seller’s outstanding shares of common stock (the “Principal Stockholder”).
WARRANT AMENDMENT AGREEMENTWarrant Amendment Agreement • October 2nd, 2009 • Zaldiva Inc • Services-business services, nec • Florida
THIS WARRANT AMENDMENT AGREEMENT (the "Agreement"), is dated as of October 1, 2009, by and between Zaldiva, Inc., a Florida corporation (the "Company"); Jeffrey A. Olweean (“Olweean”); and The Human Cash Register, Inc., a Florida corporation (“THCR”). Olweean and THCR shall be referred to collectively herein as the “Holders.”
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 8th, 2015 • FONU2 Inc. • Retail-misc general merchandise stores • Georgia
This Purchase and Sale Agreement (this "Agreement"), is executed and delivered as of June _2015 (the “Effective Date”), by and between Studioplex City Rentals, LLC, a Nevada limited liability company ("Buyer"), and Apple Box Productions, Inc., a Florida corporation (“Seller”).
