COMMON STOCK PURCHASE WARRANT MEEMEE MEDIA INC.MeeMee Media Inc. • September 12th, 2016 • Women's, misses', children's & infants' undergarments
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, KF Business Ventures, LP, a California limited partnership (the "Holder") is entitled, upon the terms and subject to the limitations and conditions herein, at any time on or after the Initial Exercise Date and on or prior to the Termination Date, to purchase from the Company up to a maximum of Eleven Million (11,000,000) shares (the "Warrant Shares") of Company common stock (the "Common Stock"), or such lesser amount as may vest under the terms of this Warrant. 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).
ContractMeeMee Media Inc. • September 12th, 2016 • Women's, misses', children's & infants' undergarments • California
THIS SECURITY HAS NOT 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.
THIRD AMENDMENT TO SECURED PROMISSORY NOTE AND WARRANTSMeeMee Media Inc. • May 16th, 2016 • Women's, misses', children's & infants' undergarments
This Third Amendment to the Secured Promissory Note (the "Third Amendment") is entered into as of April 6, 2016 by and between MeeMee Media Inc., a Nevada corporation (the "Company"), and KF Business Ventures, LP, a California limited partnership (the "Holder"), with reference to the following facts:
OMNIBUS AMENDMENTOmnibus Amendment • September 12th, 2016 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments
This Omnibus Amendment (the "Amendment") is entered into as of September 2, 2016 by and between MeeMee Media Inc., a Nevada corporation (the "Company"), and KF Business Ventures, LP, a California limited partnership (the "Holder"), with reference to the following facts:
SECOND AMENDMENT TO SECURED PROMISSORY NOTE AND COMMON STOCK PURCHASE WARRANTS MEEMEE MEDIA INC.MeeMee Media Inc. • March 9th, 2015 • Women's, misses', children's & infants' undergarments
This Second Amendment to the Secured Promissory Note and Common Stock Purchase Warrants (the "Second Amendment") is entered into as of March 5, 2015 by and between MeeMee Media Inc., a Nevada corporation (the "Company"), and KF Business Ventures, LP, a California limited partnership (the "Holder"), with reference to the following facts:
ASSIGNMENT AGREEMENTAssignment Agreement • October 20th, 2016 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments • New York
This Assignment Agreement (the "Agreement") is made and entered into as of October 14, 2016 by and among ECA360 Corp., a Nevada corporation ("ECA360") and wholly-owned subsidiary of MeeMee Media, Inc., a Nevada Corporation ("MeeMee"), MeeMee, ECA World Fitness Alliance, a Delaware corporation ("Assignor"), and Carol Scott ("Scott"), the sole owner of Assignor, with reference to the following facts:
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • May 16th, 2016 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments
This First Amendment to the Security Agreement (the "First Amendment") is entered into as of April 6, 2016 by and between MeeMee Media Inc., a Nevada corporation (the "Debtor"), and KF Business Ventures, LP, a California limited partnership (the "Secured Party"), with reference to the following facts:
COMMON STOCK PURCHASE WARRANT MEEMEE MEDIA INC.MeeMee Media Inc. • February 6th, 2014 • Women's, misses', children's & infants' undergarments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, KF Business Ventures, LP, a 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 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MeeMee Media Inc., a Nevada corporation (the “Company”), up to Three Million (3,000,000) shares (the “Warrant Shares”) of Company common stock (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).
CONSULTING AGREEMENTConsulting Agreement • July 23rd, 2015 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments • Nevada
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of July 17, 2015 (the “Effective Date”) by and between MeeMee Media, Inc., a Nevada Corporation (the “Company”), and Carol Scott (“Consultant”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 23rd, 2015 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments • Nevada
This Exclusive License Agreement (“Agreement”) dated July 17, 2015 (the “Effective Date”), is made and entered into by and among ECA World Fitness Alliance, a corporation formed under the laws of the State of Delaware with offices located at 414 East Beech Street, Long Beach, NY 11561 (“ECA”), Carol Scott, an individual and sole owner of ECA (“Carol Scott”) with an address located at 414 East Beech Street, Long Beach, NY 11561, and MeeMee Media Inc., a corporation formed under the laws of the State of Nevada, or its designees and assigns with offices located at 33 Willow Avenue, Toronto, Canada M4E 3K1 (“MM”), with respect to the following facts:
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 29th, 2016 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment") is made and entered into as of September 28, 2016 ("Effective Date"), by and between MeeMee Media Inc., a Nevada corporation ("MeeMee"), All Screens Media, LLC, a Nevada limited liability company ("ASM") and the holders of 100% of the membership interests of ASM set forth on the signature page to this Amendment (collectively, the "ASM Members" and individually, an "ASM Member"), MeeMee, ASM and the ASM Members are each sometimes hereinafter referred to individually as a "Party" and collectively as "the Parties."
AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND SECURED PROMISSORY NOTEAgreement and Plan of Merger • May 31st, 2016 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND SECURED PROMISSORY NOTE ("Amendment") is made and entered into as of April 29, 2016 ("Effective Date"), by and between MeeMee Media Inc., a Nevada corporation ("MeeMee"), All Screens Media, LLC, a Nevada limited liability company ("ASM") and the holders of 100% of the membership interests of ASM set forth on the signature page to this Amendment (collectively, the "ASM Members" and individually, an "ASM Member"), MeeMee, ASM and the ASM Members are each sometimes hereinafter referred to individually as a "Party" and collectively as "the Parties."
Consulting AgreementConsulting Agreement • October 23rd, 2013 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments • Nevada
This agreement (hereinafter this “Agreement”) is made as of the 21st day of October, 2013 (the “Effective Date”), by and between Vida Media, LLC, a Nevada limited liability company with a place of business at 631 N. Stephanie Street, Suite 284, Henderson, NV 89014 (“VIDA”), and MeeMee Media, Inc., a Nevada corporation with a place of business at 6630 West Sunset Blvd., Los Angeles, CA 90027 (“MeeMee”). VIDA and MeeMee are sometimes hereinafter referred to individually as a “Party” and jointly as the “Parties.”
AMENDMENT TO SECURED PROMISSORY NOTE AND COMMON STOCK PURCHASE WARRANT MEEMEE MEDIA INC.Common Stock Purchase • October 15th, 2014 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments
This Amendment to Secured Promissory Note and Common Stock Purchase Warrant (the "Amendment") is entered into as of October 9, 2014 by and between MeeMee Media Inc., a Nevada corporation (the "Company"), and KF Business Ventures, LP, a California limited partnership (the "Holder"), with reference to the following facts:
SECURITY AGREEMENTSecurity Agreement • February 6th, 2014 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments • California
This Security Agreement (the “Security Agreement”), dated as of February 3, 2014, is executed by MeeMee Media Inc., a Nevada corporation (“Debtor”), in favor of KF Business Ventures, LP, a California limited partnership, its successors and/or assigns (“Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 29th, 2010 • No Show, Inc. • Women's, misses', children's & infants' undergarments • Nevada
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 23, 2010 by and between NO SHOW, INC., a Nevada corporation (the “Corporation”), and 2251442 ONTARIO INC., a Canadian corporation (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article I hereof.
ContractMeeMee Media Inc. • February 6th, 2014 • Women's, misses', children's & infants' undergarments • California
THIS SECURITY HAS NOT 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.
AGREEMENT AND PLAN OF MERGER BY AND AMONG MEEMEE MEDIA INC.,Employment Agreement • May 22nd, 2015 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments • Nevada
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of May 19, 2015 ("Effective Date"), by and between MeeMee Media Inc., a Nevada corporation ("MeeMee"), All Screens Media, LLC, a Nevada limited liability company ("ASM") and the holders of 100% of the membership interests of ASM set forth on the signature page to this Agreement (collectively, the "ASM Members" and individually, an "ASM Member"), MeeMee, ASM and the ASM Members are each sometimes hereinafter referred to individually as a "Party" and collectively as "the Parties."
TERMINATION AND COMMISSION AGREEMENTTermination and Commission Agreement • October 20th, 2016 • MeeMee Media Inc. • Women's, misses', children's & infants' undergarments • New York
This Termination and Commission Agreement (the "Agreement") is made and entered into as of October 14, 2016 by and among ECA360 Corp., a Nevada corporation ("ECA360") and wholly-owned subsidiary of MeeMee Media, Inc., a Nevada Corporation ("MeeMee"), MeeMee, ECA World Fitness Alliance, a Delaware corporation ("Assignor"), and Carol Scott ("Scott"), the sole owner of Assignor, with reference to the following facts:
ContractStock Redemption Agreement • July 29th, 2010 • No Show, Inc. • Women's, misses', children's & infants' undergarments • Nevada
