POOLING AGREEMENTPooling Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • Ontario
THIS POOLING AGREEMENT is made and dated effective (the "Effective Date") as of the 26th. day of October, 2005 and is a collateral agreement and attached as a document to the Assignment Agreement, dated October 26th., 2005 (the "Loan Agreement"). AMONG:
PLEDGE AGREEMENTPledge Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
WHEREAS the Pledgor is the registered and beneficial owner of 2,450 (pre-forward split) Common Shares in the capital of the Corporation; AND WHEREAS the Pledgor has agreed to pledge, charge and hypothecate its shares in the capital of the Corporation to the Pledgee as security for payment of any and all amounts now or hereafter owing, directly or indirectly, by Richard Arnold to the Pledgee (the "Pledgor's Obligations"); NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements contained herein, and other goods and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • Ontario
THIS PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2004 by Pillsbury Holdings, Inc. (the “Pledgor”), having its principal address at Suite 4, Temple Building, Prince William & Main Street, Charlestown, Nevis, West Indies, in favour of Doral EZ Investments Inc. (“Lender”), having a principal address at 3482 - 9th Line, Innisfil, Ontario, Canada, L9S 3Z9.
GUARANTEE AND POSTPONEMENT OF CLAIMPure Play Media Holdings, Inc. • July 28th, 2006
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is acknowledged, the undersigned Michael Fitzgerald, an individual resident in the City of Pismo, State of California, (the "Guarantor"), hereby covenants and agrees and hereby absolutely and unconditionally guarantees payment forthwith on demand as hereinafter provided, of FIVE PERCENT (5%) of the outstanding amount owing by Pure Play Media Inc. (the "Debtor") to Doral EZ Investments Inc. (the "Secured Party") pursuant to the Loan Agreement’s dated September 19, 2002, and March 14, 2003 (the "Loan Agreement") plus interest as hereinafter provided, together with all costs, expenses and solicitor's fees in connection with any default by the Debtor or the Guarantor in making payment to the Secured Party. THE GUARANTOR COVENANTS AND AGREES THAT: 1. Guarantee This shall be a contract of continuing guarantee intended to cover all present debts or liabilities (if any) of the Debtor to the Secured Party and all debts or
GUARANTEE AND POSTPONEMENT OF CLAIMSGuarantee and Postponement of Claims • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
AGREEMENT made August 15, 2003 by Pure Play Media Holdings, Inc. a Nevada Corporation, (the “Guarantors”) to and in favour of 1011225 Ontario Limited, and Ontario Corporation also known as AOV Distribution and /or OK Video (the “Creditor”) IN CONSIDERATION of the sum of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Guarantors agree with the Creditor as follows: 1. Guaranteed Obligations The Guarantors, jointly and severally, irrevocably and unconditionally guarantee the due and punctual payment of the Purchase Price and Promissory Note (collectively the “Guaranteed Obligations”) payable by Private North America and Software Entertainment Ltd. (the “Debtors”) to the Creditor in respect of transfer of inventory by the Creditor to the Debtors on August 15, 2003 under the terms of a Sale of Inventory Agreement between 1011225 Ontario Limited and Private North America, dated August 15, 2003. 2. Costs and Expense
ASSUMPTION OF INDEBTEDNESS AND LOAN AGREEMENTAssumption of Indebtedness and Loan Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • Ontario
THIS ASSUMPTION OF INDEBTEDNESS AND LOAN AGREEMENT made as of the 31st day of December, 2004. (hereinafter referred to as the "Agreement")
JOINT AND SEVERAL CONTINUING GUARANTEE AND POSTPONEMENT OF CLAIMPure Play Media Holdings, Inc. • July 28th, 2006 • Ontario
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is acknowledged, the undersigned Richard Arnold and Susan Arnold, each an individual resident in the Town of Oakville, in the Province of Ontario (collectively the "Guarantors"), hereby covenant and agree with and hereby jointly and severally, absolutely and unconditionally guarantee payment forthwith after demand as hereinafter provided, of one third of the outstanding principal amount owing by Pure Play Media, Inc. (the "Debtor") to Doral EZ Investments Inc. (the "Secured Party") pursuant to the Loan Agreement dated as of March 14, 2003 (the "Loan Agreement") plus interest as hereinafter provided, together with all costs, expenses and solicitor's fees in connection with any default by the Debtor or the Guarantors in making payment to the Secured Party. THE GUARANTORS FURTHER JOINTLY AND SEVERALLY COVENANT AND AGREE THAT: 1. Continuing Guarantee This shall be a contract of continuing guarantee intended to cover
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. Interpretation
LOAN AGREEMENTLoan Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
WHEREAS the Borrower has been incorporated to carry on the business of producing, distributing, selling and licensing adult video content;
TERMINATION OF EMPLOYMENT AGREEMENT AND RELEASETermination of Employment Agreement and Release • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
This Termination of Employment Agreement and Release is made as of August 15, 2003, by and between Pure Play Media, a California Corporation, 19800 Nordhoff Place, Chatsworth, CA 91311 (“Corporation”), and Brent Hahn (“Employee” or “Executive”), 19800 Nordhoff Place, Chatsworth, CA 91311. Corporation and Employee have maintained an employer-employee relationship for a period of time and they now desire to terminate that relationship. It is also the desire of Corporation and Employee that they enter into a written agreement in order to establish their respective rights, duties, and obligations, resolve all claims and differences that may currently exist, or that in the future may arise and generally release Corporation from any claims or other matters that may not be specifically set forth hereinafter.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
MICHAEL FITZGERALD, (“Michael Fitzgerald”) also known as Michael Ninn, doing business as Ninn Worx, a businessman, of 1080 Cypress Ridge Parkway, Arroyo Grande, California, USA 93420 (collectively, referred to as “Ninn”)
SECURITY AGREEMENTSecurity Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
LOAN AMENDING AGREEMENTLoan amending Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
WHEREAS the Borrower and the Lender executed and delivered a Loan Agreement dated September 19, 2002 (the "Loan Agreement") providing for a loan in the principal amount of US$1,000,000, and a second Loan Agreement dated March 14, 2003 providing for a loan in the principal amount of US$1,000,000 (collectively known as the "Loan Agreements"); AND WHEREAS the Borrower and the lender executed and delivered a Loan and Security Amending Agreement dated March 14, 2003 ( the "Loan and Security Amending Agreement") as security for payment of the obligations of the Borrower to the Lender; NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby covenant and agree as follows:
ASSIGNMENT AGREEMENTAssignment Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • Ontario
PILLSBURY HOLDINGS, INC., a company duly incorporated under the laws of the Federation of St. Kitts & Nevis and having an address for notice and delivery located at Suite 4, Temple Building, Prince William & Main Street, Charlestown, Federation of St. Kitts & Nevis. (the “Assignor”);
SHARE REDEMPTION AGREEMENT BETWEEN PURE PLAY MEDIA HOLDINGS, INC. AND STELLAR MEDIA CORP.Share Redemption Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
This agreement made and entered into this 15th day of August, 2003 by and between Stellar Media Corp. (the selling shareholder “Stellar”) and Brent Hahn (Brent Hahn- a shareholder in Stellar Media Corp.) and Pure Play Media Holdings, Inc., called “the Company”:
PROMISSORY NOTEPromissory Note • July 28th, 2006 • Pure Play Media Holdings, Inc.
FOR VALUE RECEIVED the undersigned promises to pay to or to the order of Doral EZ Investments Inc. (the "Lender") at Mississauga, Ontario, at the times and in the manner set forth in a loan agreement dated March 14, 2003 between the undersigned and the Lender (the "Loan Agreement"):
SHAREHOLDERS AGREEMENTShareholders Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
WHEREAS the Parties believe it to be in the best interest of the Corporation and the shareholders thereof to enter into this Agreement with respect to, among other things, the manner in which the business and affairs of the Corporation shall be conducted, the manner in which the operations of the
LOAN AND SECURITY AMENDING AGREEMENTLoan and Security Amending Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
WHEREAS the Borrower and the Lender executed and delivered a Loan Agreement dated September 19, 2002 (the "Loan Agreement") providing for a loan in the principal amount of US$1,000,000; AND WHEREAS the Borrower executed and delivered a security agreement dated September 19, 2002 ( the "Security Agreement") as security for payment of the obligations of the Borrower to the Lender; NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby covenant and agree as follows:
PROMISSORY NOTEPromissory Note • July 28th, 2006 • Pure Play Media Holdings, Inc.
This promissory note is issued pursuant to the Loan Agreement to evidence the principal amounts advanced, any repayments on account thereof and the unpaid balance of the principal amount outstanding from time to time. The President of the Lender is hereby authorized to endorse on the schedule annexed hereto, or on any continuation schedule which may at any time be attached hereto, the date and amount of each advance, and each payment of principal on account thereof, together with the unpaid balance of the principal amount outstanding owing by the undersigned to the Lender pursuant to the Loan Agreement. Each such endorsement shall be prima facie evidence of the amounts so advanced and repaid and, in the absence of manifest mathematical error, this promissory note shall be conclusive evidence of the amount of the undersigned's liability to the Lender for the unpaid balance of the principal amount outstanding owing by the undersigned to the Lender pursuant to the Loan Agreement. In the e
TERMINATION OF THE SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 1. Interpretation
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of September 25, 2002, by and between Michael Fitzgerald (aka "Ninn worx") an individual with an address at 764 Avocet Way, Arroyo Grande California 93420 ("Seller") and Pure Play Media, Inc., a California corporation ("Pure Play" or "PPM"), with a business address at 19800 Nordhoff Place, Chatsworth, CA 91311 ("Buyer").
DEAL MEMORANDUMDeal Memorandum • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
This Deal Memorandum, dated February 14, 2005, is by and between Deep Star Broadcasting Systems, Inc. at 19800 Nordhoff Place, Chatsworth, CA 91311 (“Deep Star”) and William A. Furrelle, at 135 Seventh Street, New Rochelle, NY 10801 (“Furrelle”) and sets forth the principal terms and conditions under which Deep Star shall engage the professional services provided by Furrelle in connection with certain of Deep Star’s business activities. It is contemplated by both parties that a more formal agreement shall be prepared, but until such time, the terms and conditions set forth herein shall be binding on both parties. A. CONSULTING TERM: For a period of Two (2) Months, commencing February 14, 2005 (the “Consulting Term”). B. FULL TIME EMPLOYMENT TERM: For a period of Three (3) Years, commencing April 15, 2005 (the “Full Time Term”). C. SERVICES: During both the Consulting and Full Time Terms, Furrelle shall responsible for: (i) introducing, selling, licensing and/or sub-licensing
CONSULTING AGREEMENTConsulting Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • Nevada
This Consulting Agreement (the "Agreement") is dated as of September 01, 2002 (the "Effective Date"), and is made by and between Mocha Holdings Limited., a Nevis corporation ("Mocha"), and The Pure Play Media Holdings, Inc., a Nevada corporation ("Client") with respect to certain services provided by Mocha as described herein. The parties hereby agree to the following terms and conditions in connection with such services.
SECURITY AGREEMENTSecurity Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc. • California
This Security Agreement (“Agreement”) is made as of September 30, 2004, by and between PRIVATE NORTH AMERICA, INC., a California corporation (“Secured Party”), and Pure Play Media Inc. a California corporation (“Debtor”).
ContractExhibit 99.6 Consulting Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
Exhibit 99.6 CONSULTING AGREEMENT This Agreement is made as of June 21, 2004 by and between Pure Play Media Holdings, Inc. ("Company"), a Nevada corporation, with its principal offices at 19800 Nordhoff Place, Chatsworth, CA 91311, and Turner Stevens Inc. ("Consultant"), an Ontario corporation, with its principal offices at 60 Bristol Road East, Suite 442, Mississauga, Ontario Canada L4Z 3K8. WHEREAS, the Company requires expertise in the area of business development to support its business and growth and desires to engage Consultant to provide such business development services and specifically to assist the Company with business development; corporate development; and WHEREAS, Consultant, through its principals, agents and employees, has certain expertise in the evaluation of potential business opportunities and the implementation of various projects of the nature and type contemplated by the Company in its future expansion and development which Consultant has agree
AMENDING AGREEMENT TO LOAN AGREEMENTAmending Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
Doral EZ Investments Inc. advanced to Pure Play Media Inc. the sume of $ 1,575,000.00 in Canadian funds, which at the prevailing exchange rate equals approx. $ 1,000,000.00 U.S. as stipulated in the LOAN AGREEMENT.
BILL OF SALEBill of Sale • July 28th, 2006 • Pure Play Media Holdings, Inc.
This BILL OF SALE is made and delivered this 30th day of September 30, 2004, from PRIVATE NORTH AMERICA, LTD., a California corporation with its principal place of business at 10947 Pendleton Street, Sun Valley, California 91352 (“Seller”), to PURE PLAY MEDIA, INC., a California corporation (“Purchaser”).
Bill of Sale Exhibit A to ASSET PURCHASE AGREEMENT ("Agreement") as of September 25, 2002, by and between Michael Fitzgerald (aka "Ninn Worx") and Pure Play Media, Inc.A to Asset Purchase Agreement • July 28th, 2006 • Pure Play Media Holdings, Inc.
In consideration of the sum of Three Hundred Thousand Dollars ($300,000), lawful money of the United States, in hand paid to Michael Fitzgerald (aka "Ninn Worx"), residing at 764 Avocet Way, Arroyo Grande California 93420, State of California, herein called the Seller, by Pure Play Media, Inc., a California Corporation, with principal place of business at 19800 Nordhoff Place, Chatsworth, CA 91311, State of California, herein called the Purchaser or Buyer, simultaneously with the execution hereof, and for other good and valuable considerations, receipt of which is hereby acknowledged by the Seller,
USAPure Play Media Holdings, Inc. • July 28th, 2006
RE: Offsetting of Loan from Private North America to Pure Play Media Inc. Dear Mr. Gillborg, Further to an oral agreement between Private North America and Pure Play Media, Inc as contemplated and agreed to by Richard Arnold, Phil Christmas and Johan Gillborg, this letter will serve as written confirmation to the agreement. It has been agreed that amounts due under the loan granted to Pure Play Media, Inc. by Private North America Inc. for the purchase of “Private” inventory, will be used to offset money due to Pure Play Media, Inc. from Fraserside Holdings Ltd. as derived from sales of Pure Play Media DVDs in Europe. This letter to be acknowledged and the terms thereof agreed to by the undersigned. Private North America, Inc. per. Pure Play Media Inc. per. ____/s/ Johan Gillborg___ ______/s/ Richard Arnold______ Johan Gillborg Richard Arnold
