270 Legal [Sample Agreements]

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 17, 2007 by and among Fluid Media Networks, Inc., a Nevada corporation (“Buyer”), Trusonic Inc., a Delaware corporation (the “Company”), Joseph J. Tebo and the other Stockholders whose names appear on Schedule 2.01 attached to and made a part of this Agreement (each a “Seller” and collectively, “Sellers”).

RECITALS

WHEREAS, the Company owns and operates the Business (as defined in Section 1.01 below) with its principal place of business in California;

WHEREAS, Sellers own 2,744,269.70 shares of Common Stock, constituting one hundred percent (100%) of all of the issued and outstanding capital stock of the Company, and each of the Sellers has approved, and deems it advisable and in the best interests of such Seller, to consummate, the sale of 2,744,269.70 shares of Common Stock of the Company, constituting One Hundred Percent (100%) of the issued and outstanding capital stock of the Company, calculated on a fully diluted basis (collectively, the “Shares”) to Buyer;

WHEREAS, each of the Boards of Directors of Buyer and the Company has approved, and deems it advisable and in the best interests of its respective stockholders to consummate, the acquisition of the Shares by Buyer upon the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:

I. DEFINITIONS.

1.01 Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

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“Artists Guild” means any guild, union, or collective bargaining entity representing artists, performers, or other talent, including, without limitation, American Federation of Musicians, Songwriters Guild, American Federation of Television and Radio Artists, American Society of Media Photographers, Graphic Artists Guild, Writers Guild of America, and Screen Actors Guild.

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“Music Contracts” shall have the meaning set forth in Section 3.08(a)(i).

“Music Rights Holder” means any record label, music publisher, songwriter, artist, photographer, or any other holder of any rights in any sound recording, musical composition, artwork (including album art, liner notes, and other collateral works), chart, music database or other Copyright.

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3.09 Contracts.

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(c) The Company, and, to the Knowledge of the Company and Sellers, each other party to a Material Contract, is in material compliance with the terms and conditions of each Material Contract. Except as set forth in Schedule 3.08(c), neither the Company nor any Seller has received any written notice of, and has no Knowledge of, any actual or alleged breach or violation of, or default under, any Material Contract, and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute a breach or violation of, or default under, any Material Contract on the part of the Company or, to the Knowledge of the Company and Sellers, on the part of any other party thereto. Except as set forth on Schedule 3.08(c), the Company has made all Artists Guild, Performance Rights Society, Music Rights Holder, union, public performance and all other payments due under the Music Contracts.

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3.13 Intellectual Property.

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(b) The Intellectual Property and Intellectual Property Rights include all those necessary or reasonably appropriate for the operation of the Company’s Business as it is currently conducted or anticipated to be conducted by the parties. The Company is the owner or valid licensee of all right, title and interest in and to each of the Intellectual Property and Intellectual Property Rights, free and clear of all Liens, and has the right to use without payment to any Person all of the Intellectual Property and Intellectual Property Rights, other than in respect of licenses listed on Schedule 3.13(b) without payment to any third party (including, without limitation, any Performance Rights Society, Artists Guild, or other Music Rights Holder). Except for the Known Liabilities, no Intellectual Property or Intellectual Property Rights have been or are now involved in any dispute, opposition, invalidation, arbitration, cancellation or Legal Proceeding and, to the Company’s Knowledge of Sellers and the Company, no such action is threatened with respect to any Intellectual Property or Intellectual Property Rights of the Company. None of the Intellectual Property or Intellectual Property Rights of the Company is infringed or, to the Company’s Knowledge of Seller and the Company, has been challenged, interfered with or threatened in any way.
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