Effective January 20, 2015, we entered into an acquisition agreement (the "Acquisition Agreement") with Songstagram and Rocky Wright, pursuant to which we agreed to acquire from Wright all assets and intellectual property that Wright owned related to, or used in connection with: (i) the business of Songstagram, (ii) the assets owned and/or used by Songstagram, (iii) the Songstagram software application, (iv) the business and assets of Qubeey Inc. ("Qubeey"), and (v) all software applications of Qubeey, in consideration of the forgiveness of all principal and interest owing by Mr. Wright to the Company under the promissory note issued by Wright to the Company on December 11, 2014 (see Note 8).

 

In connection with the Acquisition Agreement, the Company also agreed to employ Mr. Wright in a position, and upon terms and conditions, to be mutually agreed upon by the Company. Mr. Wright also agreed that any prior agreements between Mr. Wright and Songstagram were of no further force or effect, and that any right, title, interest or claim in connection with such agreements was fully satisfied and extinguished. Mr. Wright and Songstagram also released the Company, and other third parties associated or affiliated with the Company, from any claims arising under any such agreements, or otherwise, with respect to the business and assets of Songstagram and Qubeey.

 

The Company completed the acquisition on January 20, 2015. In connection with the Acquisition Agreement and the Company's prior demand for the repayment of all monies outstanding under the Promissory Note issued by Songstagram to the Company on December 11, 2014 (see Note 8), as Songstagram was unable to repay such monies, Songstagram consented to the enforcement of the security granted under the Security Agreement, dated December 11, 2014 with Songstagram, by way of a strict foreclosure. In accordance with the terms of the Acquisition Agreement, and as further provided for in a surrender of collateral, consent to strict foreclosure and release agreement dated January 20, 2015 (the "Surrender of Collateral, Consent to Strict Foreclosure and Release Agreement") between the Company and Songstagram, Songstagram agreed to turn over all collateral pledged under the Security Agreement and consented to our retaining such collateral in satisfaction of the indebtedness due under the Promissory Note.

 

In connection with the Acquisition Agreement, the Company and Songstagram entered into termination agreements and releases with six employees of, or consultants to, Songstagram pursuant to which each such persons agreed to: (i) the termination of any existing agreements to which they and Songstagram were parties, and (ii) release any claims against the Company and Songstagram with respect to the assets and business of Songstagram and Qubeey.

 

On February 26, 2015, the Company entered into a Loan Agreement with a third party lender for additional borrowings of $100,000. The borrowings bear interest at 12% per annum and are due on demand.

 

On February 26, 2015, the Company entered into a Loan Agreement with its majority shareholder for borrowings of $100,000. The borrowings bear entered at 12% per annum and are due on demand.

 

Effective March 4, 2015, the Company entered into a settlement and release agreement with Songstagram and Jeff Franklin, pursuant to which the Company agreed to issue 500,000 shares of common stock to Mr. Franklin in full settlement and release of a claim he had on certain assets acquired from Songstagram.

 

On March 21, 2015, the Company entered into an agreement with DelMorgan Group LLC to act as its exclusive financial advisor. In connection with the agreement, the Company paid DelMorgan Group LLC $125,000 and granted 48,000 warrants with an exercise price of $0.10 per share. The $125,000 fee was advanced by a third party lender in exchange for a note payable by the Company with interest at 12% per annum payable monthly beginning April 20, 2015.