Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Max Sound Corp | f8k123109_soact.htm |
| EX-99.1 - PRESS RELEASE ANNOUNCING AGREEMENT WITH WILLIAM SHATNER. - Max Sound Corp | f8k123109ex99i_soact.htm |
Exhibit 10.1
December
30, 2009
OFFER
LETTER OF AGREEMENT
William
Shatner
Studio
City, CA
Dear
Bill:
We are
pleased to make you the following offer. This agreement supersedes all others
between us. We agree to grant you 500,000 three-year warrants of stock in So Act
Network, Inc., (trading symbol SOAN) at $0.52 per share for your endorsement of
our network (your photo, name, and quote approved by you). These warrants will
come with Registration Rights and we will allow all or partial exercise by you
at any time within the three year period. We also agree that we will add these
warrants to our next Registration Statement even if you have not previously
exercised any warrants prior to such time.
As you
may know, we are the ‘Social Network with a Conscience’ using the best features
of Facebook, Myspace, Twitter, YouTube and Google but without spam or ads.
Within 10 days of receipt of this letter signed by you below, you or your
designee will receive these warrants of our common stock in exchange for your
two-year passive endorsement as further described in paragraph three below. As
we evolve, we feel that our value will appreciate and our liquidity will
increase as the world learns about the amazing network we have built & how
it is improving our world.
So Act
assumes complete legal liability for the use of your name under this agreement.
Further, we hold you harmless for any such use and agree to defend and indemnify
you from and against any and all liability of any kind whatsoever arising out of
or related to your affiliation with So Act, at our sole expense in the event of
any action or claim. You agree that we may post your name, approved photo, and a
quote you have approved by you on our So Act web site and within the So Act
Network, solely in connection with the promotion of the So Act Network. The
quotes we will be using for all of our 24 celebrities under this program will be
general and related to the Network use and benefits. Here is your preferred
quote. “Amidst all the gloom, here is a ray of hope. It’s called So Act.” Below
the quote you have approved will be “William Shatner – Movie and Television
Star”.
As is
required for public company disclosure, you agree that we may post a simple
press release announcing the passive endorsement that you have already approved
prior to its being distributed. Finally, you agree to post a simple So Act logo
(linking to us at SoAct.Net) at your web site and/or other social network home
pages such as Facebook, MySpace, Twitter, etc. (if any) that say, “Amidst all
the gloom, here is a ray of hope. It’s called So Act.” We will provide you or
your designee with a simple web source code to accomplish this. By signing below
and faxing back to me at 847-327-1547, you are
signifying your acceptance of the terms outlined herein. We look forward to your
joining us on this worthy mission. We will work hard to make our network a huge
success for you, personally, professionally and financially.
Warm
Regards,
/s/ Greg Halpern
Greg Halpern - Chairman, CEO & President
So Act Network, Inc.
Accepted and agreed to as of the date first above written:
By: /s/
William Shatner
William Shatner
A Delaware Corporation (A Public Company)