ESCROW AGREEMENTEscrow Agreement • June 29th, 2007 • Mohen, Inc. • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2007 by and between Mohen, Inc. d/b/a Spiral Frog (the “Company”), the Buyer(s) listed on the Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and Gottbetter & Partners, LLP, as Escrow Agent hereunder (“Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2007 • Mohen, Inc. • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2007, by and among Mohen, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • June 29th, 2007 • Mohen, Inc. • New York
SECURITY AGREEMENT, dated as of March [●], 2007 (this "Agreement") made by Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the "Company" or "Grantor"), in favor of Gottbetter Capital Finance, LLC. in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Purchase Agreement").
PLEDGE AGREEMENTPledge Agreement • August 20th, 2007 • Spiralfrog, Inc • Services-business services, nec • New York
This PLEDGE AGREEMENT (this “Agreement”), dated as of ________, 2007, made by Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the “Company”) and each entity listed as a pledgor on the signature pages hereto (each a “Pledgor”), and in favor of GOTTBETTER CAPITAL FINANCE, LLC, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Amended and Restated Purchase Agreement, dated August ____, 2007 (as amended, restated or otherwise modified from time to time, the "Purchase Agreement").
DIGITAL MUSIC AND VIDEO LICENSE AGREEMENT PUBLISHINGDigital Music and Video License Agreement • August 31st, 2007 • Spiralfrog, Inc • Services-business services, nec • New York
This Digital Music and Video License Agreement (the "Agreement"), together with the Standard Terms and Conditions attached hereto and incorporated by reference, is entered into as of the date of signature of this Agreement (the "Effective Date") by and between Mohen, Inc. d/b/a SpiralFrog, a Delaware corporation with its principal place of business at 95 Morton Street, New York, New York 10014, (referred to in this Agreement as "Licensee") and the licensing party listed on the attached signature page, including, but not limited to, such licensing party's Affiliates, as defined herein (collectively referred to in this Agreement as either "Licensor" or "you"). Unless otherwise indicated, all capitalized terms used in this Agreement have the meaning set forth in the Standard Terms and Conditions.
PURCHASE AGREEMENTPurchase Agreement • June 29th, 2007 • Mohen, Inc. • New York
THIS PURCHASE AGREEMENT (the "Agreement"), dated as of April 19, 2007, by and among Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
Mohen Entertainment Portals, LLC Garden City, New York 11530Letter Agreement • June 29th, 2007 • Mohen, Inc. • New York
This letter agreement (this “Agreement”) sets forth the terms of your engagement as a consultant to Mohen Entertainment Portals, LLC (“MEP”). It is agreed as follows:
DIGITAL MUSIC SUBSCRIPTION SERVICE AGREEMENTDigital Music Subscription Service Agreement • June 29th, 2007 • Mohen, Inc. • New York
This Digital Music Subscription Service Agreement (“Agreement”) is entered into as of April 1, 2006 (the “Effective Date”) by and between Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation with an office at 95 Morton Street, New York, New York 10014, and each and every Affiliate (individually and collectively, “Licensee”), and EMI Entertainment World Inc., a Delaware corporation with an office at 1290 Avenue of the Americas, New York. New York 10104 (“EMI”).
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • August 20th, 2007 • Spiralfrog, Inc • Services-business services, nec
AMENDMENT NO. 1 TO THE SECURITY AGREEMENT (this “Amendment”), dated as of August ___, 2007 made by MOHEN, INC. d/b/a SPIRAL FROG, a Delaware corporation (the “Company”), in favor of Gottbetter Capital Finance, LLC in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the “Buyers” party to a certain Amended and Restated Purchase Agreement, dated August 6, 2007.
December 11, 2005 Mr. Vesa Suomalainen 11864 174th Place NE Redmond, WA 98052 Dear Vesa:Mohen, Inc. • June 29th, 2007 • New York
When executed by you and by Mohen, Inc. (the "Company") this document will constitute an employment agreement between you and the Company, as follows:
ADDENDUM TO AMENDED AND RESTATED PURCHASE AGREEMENT DATED AS OF AUGUST 7, 2007 (THE “PURCHASE AGREEMENT”) BY AND AMONG SPIRALFROG, INC. (F/K/A/ MOHEN, INC.), A DELAWARE CORPORATION (“SPIRAL”) AND THE INVESTORS LISTED ON THE SCHEDULE OF BUYERS ATTACHED...Purchase Agreement • January 14th, 2008 • Spiralfrog, Inc • Services-business services, nec
This Addendum is made and entered into as of the 11th day of December, 2007. Unless otherwise defined herein, capitalized terms used in this Addendum shall have the meaning given to them in the Purchase Agreement.
REGISTRATION RIGHTS TERMINATION AGREEMENTRegistration Rights Termination Agreement • January 14th, 2008 • Spiralfrog, Inc • Services-business services, nec • New York
REGISTRATION RIGHTS TERMINATION AGREEMENT (this “Agreement”), dated as of December 11, 2007, by and among SpiralFrog, Inc. (f/k/a/ Mohen, Inc.), a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
AMENDMENT NO. I TO AGREEMENT FOR THE INCLUSION OF UNIVERSAL SOUND RECORDINGS AND UNIVERSAL VIDEOS IN ONLINE, ON-DEMAND AD-SUPPORTED SERVICESSpiralfrog, Inc • August 31st, 2007 • Services-business services, nec
This Amendment No. 1 to the Agreement for the Inclusion of Universal Sound Recordings and Universal Videos in Online, On-Demand Ad-Supported Services between Mohen, Inc. d/b/a Spiralfrog ("Musicloads") and UMG Recordings, Inc. ("Universal"), dated as of May 30, 2006 (the "Agreement), is made and entered into as of this 30`–"day of July, 2007. Musicloads and Universal are sometimes referred to herein as the "Parties" and individually referred to as 'a "Party." All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
DIGITAL MUSIC AND VIDEO DISTRIBUTION AGREEMENTEncoding and Delivery Agreement • August 31st, 2007 • Spiralfrog, Inc • Services-business services, nec
This Digital Music and Video Distribution Agreement (the “Agreement”), together with the Standard Terms and Conditions attached hereto and incorporated by reference, is entered into as of the ___ day of August, 2007 (the “Effective Date”) by and between Mohen, Inc. d/b/a SpiralFrog, a Delaware corporation with its principal place of business at 95 Morton Street, New York, New York 10014, (referred to in this Agreement as “SpiralFrog”) and the distributing party listed on the attached signature page, (referred to in this Agreement as “IODA”). Unless otherwise indicated, all capitalized terms used in this Agreement have the meaning set forth in the Standard Terms and Conditions.
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2007 • Mohen, Inc. • New York
AGREEMENT dated as of March 6, 2007, between MOHEN INC., d/b/a SpiralFrog, a Delaware corporation (the “Corporation”), and MEL SCHRIEBERG (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2007 • Mohen, Inc. • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 4, 2004 by and between Mohen Entertainment Portals, LLC, a New York Limited Liability Company (the “Company”), and Orville Hagler (“Employee”).
June 7, 2007 Mr. George HayesMohen, Inc. • June 29th, 2007 • New York
When executed by you and by Mohen, Inc. d/b/a SpiralFrog, a Delaware Corporation (the "Corporation"), this document shall constitute an employment agreement (the "Agreement") between you and the Corporation, as follows:
LETTERHEAD OF UNIVERSAL] UNIVERSAL MUSIC GROUP AGREEMENT FOR THE INCLUSION OF UNIVERSAL SOUND RECORDINGS AND UNIVERSAL VIDEOS IN ONLINE, ON-DEMAND AD- SUPPORTED SERVICESSpiralfrog, Inc • August 31st, 2007 • Services-business services, nec
DIGITAL MUSIC AND VIDEO LICENSE AGREEMENT SOUND RECORDINGSDigital Music and Video License Agreement • August 31st, 2007 • Spiralfrog, Inc • Services-business services, nec • New York
This Digital Music and Video License Agreement (the "Agreement"), together with the Standard Terms and Conditions attached hereto and incorporated by reference, is entered into as of the date of signature of this Agreement (the "Effective Date") by and between Mohen, Inc. d/b/a SpiralFrog, a Delaware corporation with its principal place of business at 95 Morton Street, New York, New York 10014, including, but not limited to, such licensing party's Affiliates, as defined herein, (collectively referred to in this Agreement as "Licensee") and the licensing party listed on the attached signature page, (referred to in this Agreement as either "Licensor" or "you"). Unless otherwise indicated, all capitalized terms used in this Agreement have the meaning set forth in the Standard Terms and Conditions.
AMENDED AND RESTATED PURCHASE AGREEMENTAmended and Restated Purchase Agreement • August 20th, 2007 • Spiralfrog, Inc • Services-business services, nec • New York
THIS AMENDED AND RESTATED PURCHASE AGREEMENT (the "Agreement"), dated as of _________, 2007, by and among Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
