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POST MERGER
AGREEMENT
This agreement
(the “ Post Merger Agreement ”) dated September
14, 2009 is between Penny Green (“ Green ”),
Bacchus Entertainment Ltd. (“ BEL ”), Bacchus
Filings Inc. (“ BFI ”) and On4 Communications,
Inc. (“ On4 Pubco ”) and gives effect
to and amends certain obligations and transactions contemplated by
the merger agreement between Sound Revolution Inc. (“
Sound Revolution ”) and On4 Communications, Inc.
(“ On4 Priveco ”) dated March 12, 2009 as
amended on April 7, 2009 (the " Merger Agreement
").
WHEREAS
:
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Pursuant to the
Merger Agreement, Sound Revolution Inc. and On4 PriveCo merged into
one corporation effective May 1, 2009 (the
“Merger”) by filing a Certificate of Merger with the
Delaware Secretary of State, and the surviving entity was On4
Pubco;
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The Merger
Agreement contemplated, among other things, the following post
merger actions:
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$150,000 would
be raised by On4 Pubco and paid to Green as repayment of debt owed
to her or BEL;
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After the
$150,000 was paid, the following would take place:
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Charity Tunes
Inc. (“ Charity Tunes ”), a wholly owned
subsidiary of Sound Revolution, would be sold to BFI, in
consideration for which BFI would assume all loans owing by Sound
Revolution to Green and BEL; and
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Green and BEL
would cancel certain securities they would hold in On4
Pubco;
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C.
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Consequent to
the Merger, On4 Pubco was unsuccessful in raising sufficient
capital to pay the full $150,000 to Green ($50,000 was paid), and
therefore the sale of Charity Tunes to BFI and the cancellation of
shares as contemplated never took place; and
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D.
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On4 Pubco
wishes to continue to own Charity Tunes as a wholly owned
subsidiary and to continue to develop the business of Charity
Tunes.
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NOW
THEREFORE the parties
hereby agree as follows:
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Ownership of
Charity Tunes
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1.1
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The parties
agree that Charity Tunes shall remain a wholly owned subsidiary of
On4 Pubco and shall not be sold to BFI.
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1.2
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BFI and Green
hereby relinquish any and all rights they had, jointly or
individually, to acquire Charity Tunes.
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1.3
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On4 Pubco
hereby releases and forever discharges BFI and Green from any
obligations they had, jointly or individually, to acquire Charity
Tunes.
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