8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 12, 2012

NIGHTCULTURE, INC.

(Exact name of registrant as specified in Charter)

Nevada	0-49648	73-1554122
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

6400 Richmond Avenue Houston, Texas 77057

(Address of Principal Executive Offices)(Zip Code)

832-535-9070

(Issuer Telephone number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 12, 2012, NightCulture, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Mountain Top, Inc. (the “Investor”), pursuant to which the Company agreed to sell, and sold, units (the “Units”) consisting of a convertible debenture (the “Convertible Debenture”) and a warrant (the “Warrant”).  Gross proceeds from the sale of Units were used to pay the cash portion of the acquisition price of Full Access (described below) and the balance of the proceeds will be used for general working capital.

No placement agents or brokers participated in the offering of the Units and no commissions or finders fees were paid pursuant to the offering.

The securities were issued in reliance upon an exemption from registration afforded pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering of securities.  The securities were offered solely to a single accredited investor without public solicitation and the securities issued in the offering are subject to resale restrictions, including the placement of restrictive legends on the certificates evidencing the securities.

The foregoing is a summary of the terms of the Securities Purchase Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1. 

Convertible Debenture

On September 12, 2012, the Company entered into the Convertible Debenture with the Investor evidencing the Company’s indebtedness to the Investor in the principal amount of $500,000.  The Convertible Debenture is an unsecured general obligation of the Company.

Interest and Maturity

The Convertible Debenture bears simple interest at five percent (5%) per annum and matures, and is payable in full with accrued and unpaid interest, on September 12, 2015; provided, however, that accrued interest with respect to any portion of the principal converted into common stock shall be payable on the date of conversion unless such accrued interest is converted into common stock (see “Conversion” below).  The Company may not, without the prior consent of the holder, prepay the Convertible Debenture prior to maturity or an event of default.

Conversion

The Convertible Debenture is convertible, in part or in whole, at the sole option of the holder, on or before maturity, into shares of common stock of the Company.  The Convertible Debenture is convertible into shares of common stock at a conversion (the “Conversion Price”) equal to fifty percent (50%) of the average closing price of the Company’s common stock over the twenty (20) trading day period ending on the conversion date.

The foregoing is a summary of the terms of the Convertible Debenture and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Convertible Debenture, a copy of which is attached hereto as Exhibit 10.2. 

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Warrant

The Warrant entitles the Investor to purchase up to 25,000,000 shares of the Company’s common stock at any time on or prior to December 31, 2015 at an exercise price equal to fifty percent (50%) of the average closing price of the Company’s common stock over the twenty (20) trading day period ending on the exercise of the Warrant, subject to adjustment upon certain corporate events, including stock dividends, distributions, splits and reclassifications.

The foregoing is a summary of the terms of the Warrant and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Warrant, a copy of which is attached hereto as Exhibit 10.3. 

Registration Rights Agreement

On September 12, 2012, in connection with the closing of the transactions contemplated in the Securities Purchase Agreement, the Company and the Investor entered into a registration rights agreement (the “Registration Rights Agreement”) under which the Company agreed to (i) file, following written demand by the Investor, a registration statement covering the common stock underlying the Convertible Debenture and Warrant, and (ii) grant certain piggyback registration rights to the Investor.

The foregoing is a summary of the terms of the Registration Rights Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.4. 

Asset Purchase Agreement

On September 13, 2012, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Brooke Humphries (“Humphries”) and Jeremy Word (“Word” and, together with Humphries, the “Sellers”).  Pursuant to the terms of the Asset Purchase Agreement, on September 13, 2012, the Company acquired from the Sellers all of the principal assets and rights associated with an event promotion and production business operated by the Sellers in the Dallas, Texas and surrounding market under the name “Full Access,” the assets acquired consisting principally of patron, customer, vendor and other lists and contact information (the “Acquired Assets”).  As consideration for the Acquired Assets, the Company paid $300,000 in cash and issued 1,000,000 shares of common stock (the “Share Consideration”).  Prior to the acquisition of the Acquired Assets, there was no material relationship between the Company and the Sellers.

No agents or brokers participated in the transactions undertaken pursuant to the Asset Purchase Agreement and no commissions or finders fees were paid in connection therewith.

The securities were as Share Consideration pursuant to the Asset Purchase Agreement issued in reliance upon an exemption from registration afforded pursuant to Section 4(2) of the Securities Act, as a transaction not involving a public offering of securities.  The securities were offered solely to two investors without public solicitation and the securities issued in the offering are subject to resale restrictions, including the placement of restrictive legends on the certificates evidencing the securities.

The foregoing is a summary of the terms of the Asset Purchase Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 10.5. 

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Employment Agreement

Pursuant to the terms, and as a condition, of the Asset Purchase Agreement, on September 13, 2012, the Company entered into an employment agreement (the “Employment Agreement”) with Jeremy Word.

Under the terms of the Employment Agreement, Word will provide ongoing services relative to event promotion and production operations in the Dallas, Texas market in order to maximize the value of the Acquired Assets.  Word will be employed on a full time basis subject to his right, with the permission of the Company, to pursue certain outside activities that do not conflict with his services to the Company.

The Employment Agreement provides for an annual salary of $50,000 plus twenty percent (20%) of net profits from events promoted and produced in the Dallas market as well as benefits available to other salaried employees.

The Employment Agreement runs for a term of three years and provides for certain confidentiality and non-competition obligations.

The foregoing is a summary of the terms of the Employment Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.6. 

Advisory Board Consulting Agreement

Pursuant to the terms, and as a condition, of the Asset Purchase Agreement, on September 13, 2012, the Company entered into an advisory board consulting agreement (the “Consulting Agreement”) with Brooke Humphries.

Under the terms of the Consulting Agreement, Humphries will provide ongoing consulting services relative to event promotion and production operations in the Dallas, Texas market in order to maximize the value of the Acquired Assets.  Humphries will provide consulting services as an independent contractor on an as needed basis in connection with oversight of promotion and production operations.

The Consulting Agreement provides for the payment to Humphries of consulting fees in an amount equal to ten percent (10%) of net profits from events promoted and produced in the Dallas market.

The Consulting Agreement runs for a term of two years and provides for certain confidentiality and non-competition obligations.

The foregoing is a summary of the terms of the Consulting Agreement and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.7. 

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Item 2.01 Completion of Acquisition or Disposition of Assets.

The information relating to the Asset Purchase Agreement included in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information relating to the Convertible Debenture included in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information relating to the Securities Purchase Agreement and the Share Consideration in Item 1.01 of this Form 8-K is incorporated herein by reference.

This Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company.  No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

Item 9.01 Financial Statements and Exhibits.

(a)           Financial Statements of Business Acquired

Financial statements of Full Access will be filed by amendment within the time permitted pursuant to paragraph (a)(4) of Item 9.01.

(b)           Pro Forma Financial Information

Pro Forma Financial Information reflecting the acquisition of the Acquired Assets will be filed by amendment within the time permitted pursuant to paragraph (a)(4) of Item 9.01.

(d)           Exhibits

Exhibit No.:	Description:
2.1	Asset Purchase Agreement, dated September 13, 2012, by and between NightCulture, Inc. and Brooke Humphries and Jeremy Word
10.1	Form of Securities Purchase Agreement, dated September 12, 2012
10.2	Form of 5% Convertible Debenture, dated September 12, 2012
10.3	Form of Warrant, dated September 12, 2012
10.4	Form of Registration Rights Agreement, dated September 12, 2012
10.5	Employment Agreement, dated September 13, 2012, between NightCulture, Inc. and Jeremy Word
10.6	Advisory Board Consulting Agreement, dated September 13, 2012, between NightCulture, Inc. and Brooke Humphries

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	NIGHTCULTURE, INC.
Dated:  September 18, 2012	By:	/s/ Michael Long
		Michael Long
		President

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EX-2.1

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is entered into as of the 13th day of September, 2012, by and between NIGHTCULTURE, INC., a Nevada corporation, or its assigns (“NightCulture” or “Buyer”), and JEREMY WORD, an individual (“Word”), and BROOKE HUMPHRIES, an individual (“Humphries” and, together with Word, the “Sellers”).

WHEREAS, Sellers are engaged in the business of promotion and production of events in Dallas County, Texas and counties adjoining Dallas County (the “Subject Market”) and operated under the name “Full Access and Prototype Industries” (the “Business”); and

WHEREAS, Sellers desire to sell the Purchased Assets (defined in Section 2.1) to NightCulture, and NightCulture desires to purchase the Purchased Assets from the Sellers, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Unless otherwise defined herein, capitalized terms used in this Agreement without definition shall have the meanings set forth in this Article I.

1.1.           Agreement shall mean this Asset Purchase Agreement, together with all Schedules and Exhibits attached hereto, as the same may be amended from time to time in accordance with the terms hereof.  All references herein to a Section, Article or Schedule are to a Section, Article or Schedule of or to this Agreement, unless otherwise indicated.

1.2.           Affiliate shall mean a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first Person.

1.3.           Applicable Law shall mean all applicable provisions of all (i) constitutions, treaties, statutes, laws, rules, regulations, ordinances, codes or orders of any Governmental Authority, (ii) Governmental Approvals and (iii) orders, decisions, injunctions, judgments, awards and decrees of, or agreements with, any Governmental Authority.

1.4.           Business Day shall mean any day other than Saturday, Sunday or “legal holiday”.

1.5.           Consent shall mean any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person.

1.6.           Governmental Approval shall mean any Consent of, with or to any Governmental Authority.

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1.7.           Governmental Authority shall mean any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any federal, state or local court, agency, department, board, commission, bureau, governmental body or instrumentality of the United States, any State of the United States or any political subdivision thereof, and any tribunal or arbitrator(s) of competent jurisdiction.

1.8.           Liabilities shall mean any liability, commitment, mortgage, pledge, hypothecation, right of others, claim, defense, interest, debt, payable, judgment, decree, order, security interest of any kind, lien, encumbrance, lease, sublease, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, burden, title defect, title retention agreement, voting trust agreement, equity, option, right of first refusal, charge or other restrictions, limitations or obligations, either accrued, absolute, contingent, or otherwise, matured or unmatured, known or unknown of every kind and nature whatsoever.

1.9.           Person shall mean any individual, firm, partnership, association, joint venture, limited liability company, corporation, company, trust, business trust, Governmental Authority or other entity.

ARTICLE II

PURCHASE AND SALE OF ASSETS

2.1.           Purchased Assets.  On the terms and conditions set forth in this Agreement, on the date hereof (the “Closing Date”), Buyer shall purchase from Sellers, and Sellers shall sell, transfer, convey, assign and deliver to Buyer, free and clear of any and all liens, claims, interests, encumbrances and other Liabilities, all right, title and interest of Sellers in and to the assets listed on Schedule 1 attached hereto owned or leased by Sellers as of the Closing Date, constituting all of the assets which are used in, useful for or otherwise associated with the Business, whether tangible, intangible, personal or real (collectively, the “Purchased Assets”), but excluding the Excluded Assets (defined below).

2.2.           Excluded Assets.  Notwithstanding the foregoing, the following assets are expressly excluded from the purchase and sale contemplated hereby (the “Excluded Assets”) and, as such, are not included in the Purchased Assets:

(a)Sellers’ rights under or pursuant to this Agreement;

(b)all intellectual property, contracts, leases and agreements not listed on Schedule 1;

(c)all audit records, tax returns and related work papers of Sellers; and

(d)cash, accounts receivable, inventory, furniture, fixtures and equipment.

2.3.           Liabilities.  Buyer shall not assume or otherwise be responsible or liable for in any respect any Liabilities of Sellers, whether relating to or arising out of the operation of the Business or the ownership of the Purchased Assets or otherwise, including, without limitation, Liabilities of Sellers arising out of or related to the Excluded Assets (collectively, the “Excluded Liabilities”).  Sellers shall at all times remain liable and responsible for the Excluded Liabilities.

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2.4.           Purchase Price.  On the terms and conditions set forth in this Agreement, as consideration for the Purchased Assets, Buyer shall, as of the date hereof, (i) pay to Sellers Three Hundred Thousand Dollars ($300,000.00) in cash (the “Cash Consideration”) and (ii) cause to be issued to Sellers 1,000,000 shares of common stock of NightCulture (the “Stock Consideration” and, together with the Cash Consideration, “Purchase Price”). The Purchase Price shall be payable one-half to each Seller.

ARTICLE III

THE CLOSING

3.1.           Place and Date.  The closing of the transactions contemplated hereby (the “Closing”) shall take place at such location as may be mutually agreed by the parties.

3.2.           Closing Deliveries by Sellers.  At the Closing, subject to the terms and conditions set forth in this Agreement, Sellers shall deliver, or cause to be delivered, to Buyer (i) all documents reasonably required to implement the transactions contemplated in this Agreement including, but not limited to, all original applications, certificates, contracts, agreements, licenses, instruments, etc. relating to intellectual property and (ii) all bills of sale, assignments, consents, attornments, estoppels, termination statements, releases, and such other documents as Buyer may reasonably require.

3.3.           Closing Deliveries by Buyer.  At the Closing, subject to the terms and conditions set forth in this Agreement, Buyer shall deliver, or cause to be delivered, to Sellers the Cash Consideration and irrevocable instructions to Buyer’s transfer agent to issue to the Sellers the Stock Consideration.

3.4.           Pro-Ration of Taxes.  All personal property taxes, if any, assessed against or prepaid with respect to the Purchased Assets for the tax year in which the Closing Date occurs shall be pro-rated as of the Closing Date, based upon the applicable tax rate for such period.  Sellers shall be responsible for that portion of the pro-rated taxes accrued for the period ending as of the Closing Date and Buyer shall be responsible only for that portion of the pro-rated taxes attributable to the period beginning after the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1.           Representations and Warranties of Sellers.  Sellers hereby makes the following representations and warranties to Buyer, each of which is relied upon by Buyer in executing this Agreement.

4.1.1.           Organization.  Sellers own and operate the Business as an unincorporated partnership or joint venture and have all requisite power and authority to carry on the Business as now being conducted and to own, lease and operate the properties and assets of the Business as now owned, leased or operated, and to perform all the obligations of the Business under the agreements and instruments to which they are parties or by which they are bound.

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4.1.2.           Authorization.  Sellers have full power and authority to execute and deliver this Agreement, to perform fully their obligations hereunder, and to consummate the transactions contemplated hereby.  The execution and delivery by Sellers of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by the Sellers, and Sellers have duly executed and delivered this Agreement.  This Agreement is, and the other documents and instruments required hereby will be, when executed and delivered by Sellers, legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms.

4.1.3.           No Violation or Conflicts; Consents.  The execution, delivery and performance of this Agreement by Sellers, and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a violation of or a default under (with or without the giving of notice or the lapse of time or both) any Applicable Law applicable to Sellers or any of the properties or assets of Sellers (including, but not limited to, the Purchased Assets).  No Governmental Approval or other Consent is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

4.1.4.           Litigation and Claims.  There is no action, claim, demand, suit, judicial, administrative or governmental proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of Sellers, threatened against or relating to Sellers or relating to the transactions contemplated by this Agreement, and Sellers do not know of any basis for the same.

4.1.5.           Compliance with Laws.  Sellers have not received any notice alleging their noncompliance with any Applicable Law.

4.1.6.           Purchased Assets.  The Purchased Assets constitute all of the assets, goodwill, properties and rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, necessary to conduct the Business in substantially the same manner as presently conducted by Sellers. Sellers have good and marketable title to all the Purchased Assets, free and clear of any and all Liabilities, and will convey the Purchased Assets to Buyer at the Closing free and clear of any and all Liabilities.

4.1.7.           Brokers, Finders, Etc.  All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the participation of any Person acting on behalf of Sellers in such manner as to give rise to any claim against Buyer for any brokerage or finder’s commission, fee or similar compensation, or for any bonus payable to any officer, director, employee, agent or sales representative of or consultant to Sellers upon consummation of the transactions contemplated hereby.

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4.1.8.           Disclosure.  Neither this Agreement nor any schedule, certificate, exhibit, agreement, summary, instrument or document furnished or to be furnished by Sellers pursuant hereto or in connection with the due diligence process performed by Buyer in connection herewith, contains any untrue statement of a material fact or omits or fails to state a material fact necessary in order to make the statements contained therein, in light of the circumstances in which made, not misleading.

4.1.9.           Financial Statements.  Sellers have provided to Buyer the unaudited balance sheets of the Business as of December 31, 2011 and December 31, 2010, together with the related unaudited statements of income, for the periods then ended (collectively referred to as the “Business Financial Statements”) as well as any interim quarterly financial statements subsequently prepared.  The Business Financial Statements, including the related notes, are in accordance with the books and records of the Business and fairly represent the financial position of the Business and the results of operations and changes in financial positions of the Business as of the dates and for the periods indicated, in each case in conformity with generally accepted accounting principles applied on a consistent basis.  Except as, and to the extent reflected or reserved against in the Business Financial Statements, the Business has no material liability or obligation of any nature, whether absolute, accrued, continued or otherwise, not fully reflected or reserved against in the Business Financial Statements.

4.1.10.         No Adverse Changes.  Since the date of the most recent balance sheet included in the Business Financial Statements, there have been no material adverse changes in the assets, business or operations of the Business.

4.1.11.         Securities and Tax Matters.  In entering into this Agreement and the Transaction contemplated hereby, including accepting the Stock Consideration:

(a)Sellers have conducted such investigation of the affairs of Buyer as Sellers, and their advisors, deemed appropriate, including reviewing such public filings of Buyer and other documents as Sellers selected.  Other than the representations and warranties contained herein, Sellers did not rely on any disclosures or representations of Buyer in entering into this Agreement and agreeing to accept the Stock Consideration but relied entirely upon their own investigation;

(b) Sellers, together with their advisors, are financially sophisticated and capable of evaluating the merits and risks of an investment in the shares comprising the Stock Consideration.  Sellers qualify as “accredited investors” as that term is defined under the Securities Act of 1933 (the “Securities Act”);

(c) Sellers understand and acknowledge that the shares comprising the Stock Consideration will be acquired in a private transaction without general advertising or public solicitation, that the shares constitute “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act, that may only be resold pursuant to an effective registration statement or an available exemption from registration under state and federal securities laws (such as Rule 144), that Buyer has no obligation to file any registration statement covering the shares, that, among other conditions, Rule 144 imposes holding period requirements and that, therefore, Sellers may be required to hold the shares for an indefinite period of time; and

(d) Sellers understand and acknowledge that the sale of the Purchased Assets hereunder will likely give rise to taxable income to the Sellers, that Buyer makes no representations regarding the taxable income that may arise from the purchase and sale of the Purchased Assets and that Sellers are solely responsible for determination of the tax consequences to the Sellers of the Transaction contemplated hereby and are responsible for all tax arising from the sale of the Purchased Assets.

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4.2.           Representations and Warranties of Buyer.  Buyer hereby makes the following representations and warranties to Sellers, each of which is relied upon by Sellers in executing this Agreement.

4.2.1.           Organization.  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  Buyer has all requisite corporate power and authority to carry on its business as now being conducted and to own, lease and operate its properties and assets as now owned, leased or operated, and to perform all its obligations under the agreements and instruments to which it is a party or by which it is bound.

4.2.2.           Authorization.  Buyer has full corporate power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery by Buyer of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite corporate action of Buyer, and Buyer has duly executed and delivered this Agreement.  This Agreement is, and the other documents and instruments required hereby will be, when executed and delivered by Buyer, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

4.2.3.           No Violation or Conflicts; Consents.  The execution, delivery and performance of this Agreement by Buyer, and the consummation of the transactions contemplated hereby, do not and will not conflict with or result in a violation of or under (with or without the giving of notice or the lapse of time, or both) (i) any provision of the Articles of Incorporation or Bylaws of Buyer; or (ii) any Applicable Law applicable to Buyer.  No Governmental Approval or other Consent is required to be obtained or made by Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

4.2.4.           Litigation and Claims.  There is no action, claim, demand, suit, judicial, administrative or governmental proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the knowledge of Buyer, threatened relating to the transactions contemplated by this Agreement, and Buyer does not know of any basis for the same.

4.2.5.           Compliance with Laws.  Buyer has not received any notice alleging its noncompliance with any Applicable Law.

4.2.6.           Brokers, Finders, Etc.  All negotiations relating to this Agreement and the transactions contemplated hereby have been carried on without the participation of any Person acting on behalf of Buyer in such manner as to give rise to any claim against Sellers for any brokerage or finder’s commission, fee or similar compensation.

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ARTICLE V

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER

The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or waiver by Buyer), on or prior to the Closing Date, of the following conditions:

5.1.           Representations; Performance.  The representations and warranties of Sellers contained in this Agreement shall be true and correct in all respects on and as of the Closing Date.  Sellers shall have duly performed and complied with all agreements required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

5.2.           No Material Adverse Effect.  No event, occurrence, fact, condition, change, development or effect shall have occurred, exist or come to exist since the date of the most recent balance sheet included in the Business Financial Statement that, individually or in the aggregate, has constituted or resulted in, or could reasonably be expected to constitute or result in, a material adverse effect on the Purchased Assets.

5.3.           Proceedings and Consents.  All proceedings, actions and Consents to be taken or secured by Sellers in connection with the transactions contemplated by this Agreement, shall have been completed and received, and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyer and Buyer’s counsel, and Sellers shall have made available to Buyer and supplied to Buyer upon request the originals or true and correct copies of all documents or other information which Buyer may reasonably request in connection with the transactions contemplated by this Agreement.

5.4.           Deliveries at Closing.  Sellers shall have delivered to Buyer the documents required under Section 3.2 hereof.

5.5.           Compliant Business Financial Statements.  The Business financial records of the Business shall have been maintained and exist in such a manner as to allow for a certified audit as determined by Buyer.

5.6.           Sale Free and Clear.  Sellers shall have taken all necessary actions to effectuate the sale, transfer and assignment of the Purchased Assets to Buyer free and clear of all liens, claims, encumbrances and other Liabilities.

5.7.           Word Employment Agreement.  Word shall enter into, and deliver to Buyer, an employment agreement, substantially in the form attached hereto as Exhibit A (the “Word Employment Agreement”), pursuant to which Word shall be employed by Buyer on the terms set forth therein.

5.8.           Humphries Consulting Agreement.  Humphries shall enter into, and deliver to Buyer, a consulting agreement, substantially in the form attached hereto as Exhibit B (the “Humphries Consulting Agreement”), pursuant to which Humphries shall serve as an advisory director of, and provide ongoing consulting services to, Buyer on the terms set forth therein.

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ARTICLE VI

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS

The obligation of Sellers to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by Sellers), on or prior to the Closing Date, of the following conditions:

6.1.           Representations; Performance. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects on and as of the Closing Date.  Buyer shall have duly performed and complied with all agreements required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

6.2.           Deliveries at Closing.  Buyer shall have delivered or cause to be delivered to Sellers the Purchase Price in the manner described in Section 3.3.

6.3.           Word Employment Agreement.  Buyer shall enter into and deliver the Word Employment Agreement.

6.4.           Humphries Consulting Agreement.  Buyer shall enter into and deliver the Humphries Consulting Agreement.

ARTICLE VII

ACTIONS BY SELLERS AND BUYER AFTER THE CLOSING

7.1.           Further Assurances.  Both before and after the Closing Date, each party will cooperate in good faith with the other and will take all appropriate action and execute any documents, instruments or conveyances of any kind that may be reasonably necessary or advisable to carry out any of the transactions contemplated hereunder.  Sellers further agrees that if they later discover the existence of additional assets used in the Business, other than Excluded Assets, not previously disclosed to Buyer they shall immediately disclose the same to Buyer and, upon Buyer’s request, Sellers shall transfer and assign such additional assets to Buyer as Buyer may request.

7.2.           Liability for Taxes.  Buyer shall be responsible for the timely payment of all transfer, conveyance, excise, sales and other similar taxes and fees arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement.  Sellers shall be responsible for all income taxes assessed against them as a result of any gain recognized on the sale of the Purchased Assets to the Buyer.

7.3.           Access to Certain Books and Records.  Each of Buyer and Sellers agrees that, after the Closing Date, they will cooperate with and make available to the other party, during normal business hours, all books, records and other materials of Sellers relating to the Purchased Assets and the Business (in the case of Sellers) (collectively, the “Information”) for any reasonable business purpose, including but not limited to presentation of the Business Financial Statements in accordance with applicable accounting requirements of the Securities and Exchange Commission.  Except with respect to Information that is generally available to the public, the party requesting such Information shall (a) hold all such Information in the strictest confidence, except as required by Applicable Law, (b) shall disseminate such Information only to its officers, directors, employees, representatives and agents who have been advised of the confidential nature of such Information, (c) shall return promptly, upon request of the other party, all copies of the Information received by it, and (d) shall take all steps necessary to cause its officers, directors, employees, representatives and agents who have received any such Information to comply with the terms and conditions of this Section 7.3.

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7.4.           Power of Attorney; Right of Endorsement, Etc. Effective as of the Closing, Sellers hereby constitute and appoint Buyer and its successors and assigns the true and lawful attorney of Sellers with full power of substitution, in the name of Buyer or the name of Sellers, on behalf of and for the benefit of Buyer, (a) to collect all Purchased Assets, (b) to endorse, without recourse, all instruments attributable to the Purchased Assets, (c) to defend and compromise all actions, suits or proceedings with respect to any of the Purchased Assets and (d) to do all such reasonable acts and things with respect to the Purchased Assets as Buyer may deem advisable. Sellers agree that the foregoing powers are coupled with an interest and shall be irrevocable by Sellers directly or indirectly. Buyer shall retain all Purchased Assets collected pursuant to the foregoing powers and Sellers shall promptly turn over to Buyer any Purchased Assets received or identified by Sellers after the Closing.

7.5.           Covenants Not to Compete, Solicit or Disparage.

(a)           For the periods after the Closing Date as shall apply pursuant to the Word Employment Agreement and Humphries Consulting Agreement, respectively) (the “Time Covenant”), Sellers covenant that they shall not, either individually or as a partner, joint venturer, consultant, shareholder, member or representative of another Person or otherwise, directly or indirectly, participate in, engage in, or have a financial or management interest in, or assist any other Person in any business operation or any enterprise if such business operation or enterprise engages, or would engage, in the Business in Subject Market, provided, however, that the foregoing shall not prohibit Sellers from owning up to one percent (1%) of a publicly traded company nor shall it prohibit Sellers from any other activities specifically permitted under the Word Employment and Humphries Consulting Agreement, respectively.

(b)           During the Time Covenant, neither Seller shall, directly or indirectly, whether for their own account or for the account of any Person (other than Buyer) that is in competition with Buyer (A) solicit, recruit, hire, engage in any activity that would cause any Person who is as of the Closing Date, or was during the 12 months prior to the Closing Date, employed in the Business to violate any agreement with Buyer, endeavor to entice away any such Person from Buyer, interfere with the relationship of Buyer with such Person or induce any such Person to reject any employment offer by Buyer or (B) solicit, entice or induce any Person who is, or was a Customer or Supplier to (i) become a Customer or Supplier of any other Person engaged in any business activity that competes with the Business, (ii) cease doing business with Buyer or (iii) otherwise interfere with the relationship of Buyer with any such person, team, Customer or Supplier. For purposes of this Section 7.5, a “Customer” means any Person which has been during the 12-month period prior to the Closing Date a customer of the Business or shall have been contacted by Sellers in the six-month period prior to the Closing for the purpose of soliciting it to become a customer of the Business; and a “Supplier” means any Person which has been during the 12-month period prior to the Closing Date a supplier or vendor of the Business. Sellers covenant that they will not, directly or indirectly, in any capacity whatsoever, make any statement, written or oral, or perform any other act or omission that is intended to be materially detrimental to the goodwill of the Business, except as compelled by judicial or administrative process.

(c)           If, during the Time Covenant, Sellers are not in compliance with such restrictions, then Buyer shall be entitled, among other remedies, to compliance by the breaching Seller with the terms of such provisions for an additional number of days that equals the number of days during which such noncompliance occurred.

(d)           The parties hereby agree that all restrictions and agreements contained in this Section 7.5, including, without limitation, those relating to the Time Covenant, are necessary and fundamental to the protection of the Business and any objections or reservations to such restrictions or agreements are hereby waived. Sellers hereby agree that the remedy at law for any breach of this Agreement will be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms.  Accordingly, the parties agree that upon any Seller’s breach of this Section 7.5, Buyer shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened further breach. Nothing in this Agreement shall be deemed to limit Buyer’s remedies at law or in equity for any breach by any Seller of any of the provisions of this Agreement that may be pursued by or made available to Buyer.

(e)           Each of the foregoing agreements and covenants is in addition to any other similar agreement and covenant contained in any other document entered into in connection herewith and is not intended in any way, form or fashion to limit the applicability of such other agreement or covenant.

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7.6.           Post-Closing Confidentiality. From and after the Closing, Sellers will, and will cause each of their Affiliates which they control to, hold in strict confidence and not use to the detriment of Buyer and/or Seller or any of its Affiliates, all information with respect to the Business and the Purchased Assets. Without limiting the generality of the foregoing, Buyer and//or Sellers agree, covenant and acknowledge that, from and after the Closing Date, Buyer and/or Sellers will not, and will cause their Affiliates which they control not to, disclose, give, sell, use, or otherwise divulge any confidential or secret information (including but not limited to any trade secrets, know-how, strategies, financial statements or other financial information not otherwise publicly available, forecasts, operations, business plans, prices, discounts, plans, data or ideas).  Notwithstanding the foregoing, Buyer and/or Sellers may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of Applicable Law, (ii) if the same currently is, or hereafter is, in the public domain through no fault of Buyer and/or Sellers, or (iii) if the same is later acquired by Buyer and/or Sellers from another source and Buyer and/or Sellers are not aware that such source is under an obligation to another Person to keep such information confidential. If Buyer and/or Sellers or any of their Affiliates (the “Disclosing Party”) are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the Disclosing Party shall provide the other party with prompt written notice of any such request or requirement so that Buyer and/or Seller may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section. If, in the absence of a protective order or other remedy or the receipt of a waiver by the other party, the Disclosing Party nonetheless, based on the advice of counsel, is required to disclose such information to any tribunal, the Disclosing Party, without liability hereunder, may disclose that portion of such information which such counsel advises the Disclosing Party it is legally required to disclose.

7.7.           Publicity. Sellers and Buyer agree that no public release or announcement concerning the transactions contemplated hereby shall be issued by either party without the prior consent (which consent shall not be unreasonably withheld) of the other party, except as such release or announcement may be required by Applicable Law or the rules or regulations of any Governmental Authority, in which case the party required to make the release or announcement shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance.

ARTICLE VIII

INDEMNIFICATION

8.1.           Survival of Representations, Warranties and Indemnity. The representations and warranties of the parties hereto contained in Article IV and the indemnification obligations contained in this Article VIII shall survive the Closing and expire two years following the Closing Date; provided, however, that Buyer’s indemnification obligations pursuant to Section 8.3(a) shall not expire and shall survive the Closing indefinitely; and provided, further, that any claims which involve fraud or intentional misrepresentation shall survive the Closing indefinitely; and provided, further, that if at the stated expiration of any indemnification obligation there shall be pending any indemnification claim by a Person pursuant to which notice has been given pursuant to Section 8.6, such Person shall continue to have the right to seek such indemnification with respect to such claim notwithstanding such expiration.

8.2.           Indemnification by Sellers. Sellers shall jointly and severally indemnify, defend and hold harmless Buyer, its members, officers, directors, employees and agents after the Closing Date from and against any loss, liability, obligation, lien, damage, cost and expense (including reasonable legal and accounting fees incurred in defending or prosecuting any claim for any such liability, loss or damage) (the “Buyer Losses”) arising out of or resulting from:

(a)           the untruth or inaccuracy as of the date hereof or on the Closing Date of any representation or warranty of Sellers contained in this Agreement (or in any document, writing, or certificate delivered by Sellers under Section 3.2 of this Agreement);

(b)           any Excluded Liability;

(c)           any obligation or liability arising from claims, proceedings or causes of action arising from operations of the Business on or prior to the Closing Date;

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(d)           any action, suit or proceeding pending on the Closing Date, notwithstanding disclosure thereof in this Agreement or on the Business Financial Statements or any subsequent claim, action, suit or proceeding arising out of or relating to such pending matters.

8.3.           Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Sellers and their Affiliates after the Closing Date from and against any liability, obligation, loss, lien, cost, damage and expense (including reasonable legal and accounting fees incurred in defending or prosecuting any claim for any such liability, loss or damage) arising out of or resulting from:

(a)           the untruth or inaccuracy as of the date hereof or on the Closing Date of any representation or warranty of Buyer contained in this Agreement (or in any document, writing or certificate delivered by Buyer under this Agreement), or the failure by Buyer to perform any of its covenants or obligations hereunder; or

(b)           the operations of Buyer and/or the conduct of the Business following the Closing.

8.4           Specific Breaches. The breach of a specific representation, warranty, or agreement by Sellers or Buyer, as applicable, shall be determined independently of any other representation, warranty or agreement made by Sellers or Buyer, as applicable, whether or not, apart from such specific representation, warranty or agreement, the transactions provided for in this Agreement prove to be more favorable to Buyer or Seller, as applicable, and whether or not the facts and circumstances covered by any one or more of the other representations, warranties or agreements made by Sellers or Buyer, as applicable, prove to be more favorable than so represented and warranted.

8.5.           Cross-indemnification for Broker’s or Finder’s Fees. Subject to the provisions of Section 4.1.7 and Section 4.2.6, Buyer and Sellers each agree to indemnify and hold harmless the other from and against any and all losses, liabilities, obligations, liens, damages, costs and expenses of any kind or character arising from any claims for broker’s or finder’s fees or commissions or other similar fees in connection with the transactions covered by this Agreement, insofar as such claims shall be based upon alleged arrangements or agreements made by such party or on its behalf, which indemnity expressly shall survive any termination of this Agreement or any Closing hereunder.

8.6.           Procedure for Indemnification.

(a)           If any Person shall claim indemnification (the “Indemnified Party”) hereunder for any claim other than a third party claim, the Indemnified Party shall promptly give written notice to the other party from whom indemnification is sought (the “Indemnifying Party”) of the nature of the claim in detail and amount of the claim. If an Indemnified Party shall claim indemnification hereunder arising from any claim or demand of a third party (a “Third-Party Claim”), the Indemnified Party shall promptly give written notice (a “Third-Party Notice”) to the Indemnifying Party of the basis for such claim or demand, setting forth the nature of the claim or demand in detail and the amount of the claim.

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(b)           In the event that an Indemnifying Party which receives notice of an indemnification claim contests its liability for such indemnification claim, such party shall send written notice to the Indemnified Party of its dispute of indemnification within 15 days thereof. If the parties are unable to resolve such dispute of indemnification within 60 days after the date of the notice of dispute, the Indemnified Party may bring an action against the Indemnifying Party to enforce such indemnification claim.

(c)           The Indemnifying Party shall have the right to compromise or, if appropriate, defend at its own cost and through counsel of its own choosing, any claim or demand giving rise to any such claim for indemnification. In the event the Indemnifying Party undertakes to compromise or defend any such claim or demand, it shall promptly (and in any event, no later than fifteen (15) days after receipt of a Third-Party Notice) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the defense or compromise of such claim or demand. After the assumption of the defense by the Indemnifying Party, the Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with such defense (unless the Indemnifying Party disputes its liability for such indemnification claim and a court pursuant to Section 11.8 determines that the Indemnifying Party is not liable to indemnify the Indemnified Party), but the Indemnified Party may participate in such defense at its own expense. No settlement of a Third-Party Claim defended by the Indemnifying Party shall be made without the written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, consent to the entry of a judgment or settlement of a Third-Party Claim which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such Third-Party Claim.

8.7.           Payment. Except for Third-Party Claims being defended in good faith by the Indemnifying Party in accordance with Section 8.6, the Indemnifying Party shall satisfy its obligations hereunder within fifteen (15) days after receipt of notice of a claim, unless the Indemnifying Party has contested its liability for indemnification pursuant to Section 8.6(b) in which case no payment shall be due from the Indemnifying Party unless its liability therefore is established by final nonappealable court order or judgment and fifteen (15) days have passed since the entry of such order or judgment. Any amount not paid to the Indemnified Party by such date shall bear interest at a rate equal to the prime rate published by any major New York bank reasonably selected by the Indemnified Party.

8.8.           Reduction for Insurance and Taxes. The amount of any payment to any Indemnified Party pursuant to this Article X shall be reduced by the amount of any insurance proceeds actually received by or on behalf of the Indemnified Party in reduction of the related indemnifiable loss. An Indemnified Party which subsequently receives insurance proceeds in respect of the related indemnifiable loss shall pay to the Indemnifying Party the amount of such actually received insurance proceeds. Where any tax benefit is available to the Indemnified Party with respect to an indemnifiable event, the amount of any payment with respect to such indemnifiable loss shall be reduced dollar for dollar by the amount of such tax benefit actually received.

8.9.           No Consequential Damages. The Indemnifying Party shall not be liable to the Indemnified Party for consequential, enhanced, punitive or special damages or the like unless such damages are included in a Third-Party Claim and the Indemnified Party is liable to the third party claimant for such damages.

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ARTICLE IX

MISCELLANEOUS

9.1.           Expenses.  Except as may otherwise be provided herein, Sellers, on the one hand, and Buyer, on the other hand, shall bear their respective expenses, costs and fees (including attorneys, accountants and auditors) in connection with the transactions contemplated hereby, including the preparation, execution and delivery of this Agreement and compliance herewith.  Sellers shall bear the expense of obtaining any Consents necessitated by any contract, agreement or Applicable Law to which they are parties or by which they are bound, and Buyer shall likewise bear the expense of obtaining any Consents necessitated by any contract, agreement or Applicable Law to which it is a party or by which it is bound.

9.2.           Severability.  If any provision of this Agreement, including any phrase, sentence, clause, Section or subsection is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

9.3.           Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by next-day or overnight mail or delivery, or (c) sent by telecopy or telegram.

To Buyer:              NightCulture, Inc.

6400 Richmond Avenue

Houston, Texas 77057

Attention:  Michael Long

Facsimile: (281) 605-1333

To Sellers:             Jeremy Word

2311 Barberry Dr.

Dallas, Texas 75211

    Brooke Humphries

6934 Tokalon Drive

Dallas, TX  75214-3828

Roger Albright

Law Offices of Roger Albright

3301 Elm Street

Dallas, Texas  75226-2562

Facsimile:  (214) 939-9229

or, in each case, at such other address as may be specified in writing to the other parties hereto.

All such notices, requests, demands, waivers and other communications shall be deemed to have been received (x) if by personal delivery on the day after such delivery, (y) if by next-day or overnight mail or delivery, on the day delivered, (z) if by telecopy or telegram, on the next day following the day on which such telecopy or telegram was sent, provided that a copy is also sent by certified or registered mail.

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9.4.           Headings.  The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

9.5.           Remedies.  The parties hereto recognize that in the event either party fails to fulfill or perform any of its covenants or agreements set forth in, or contemplated by, this Agreement, monetary damages alone will not be adequate.  Each party shall therefore be entitled, in addition to any other remedies that may be available, to seek injunctive relief, specific performance or any other form of relief to remedy a breach or threatened breach of this Agreement and to enforce the terms of this Agreement.  Each party hereto irrevocably hereby waives any defense that there is an adequate remedy at law.  The existence of this right shall not preclude or otherwise limit the applicability or exercise of any other rights and remedies that either party hereto may have at law or in equity.

9.6.           Entire Agreement.  This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the transactions contemplated in this Agreement.

9.7.           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

9.8.           Governing Law; Jurisdiction.  This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of Texas, without giving effect to the conflict of laws rules thereof.  The parties hereby waive any right to jury trial and agree that all disputes under this Agreement shall be resolved by and subject to the exclusive jurisdiction of the state and federal courts sitting in Harris County, Texas.

9.9.           Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

9.10.         Assignment.  Neither party hereto may assign or delegate any or all of its rights or obligations under this Agreement without the other party’s prior written consent.

9.11.         No Third Party Beneficiaries.  Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and their respective successors and permitted assigns.

9.12.         Amendment; Waivers, Etc.  No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.  Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder.  The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

9.13.         Interpretation. The parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.  Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular and all words in any gender shall extend to and include all genders.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

	SELLERS:
	/s/ Jeremy Word
	JEREMY WORD
	/s/ Brooke Humphries
	BROOKE HUMPHRIES
	BUYER:
	NIGHTCULTURE, INC.
By:	/s/ Michael Long
	Michael Long
	President

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EX-10.1

EXHIBIT 10.1

Securities Purchase Agreement

This Securities Purchase Agreement (this “Agreement”) is made as of September 12, 2012 by and among NightCulture, Inc., a Nevada corporation (the “Company”), and the investors signatory hereto.

In consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.           Purchase and Sale of Securities.

1.1           Sale and Issuance of Units.  Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties set forth or referred to herein, the Company hereby agrees to sell and issue to each investor signatory hereto (collectively, the “Investors”, and each, individually an “Investor”), and each Investor hereby severally agrees to purchase from the Company, the number of units (the “Units”) set forth on the signature pages hereto at a purchase price of $10,000.00 per Unit (the “Purchase Price”), each Unit being comprised of (i) one 5% Convertible Debenture (each, a “Debenture” and, together, the “Debentures”) convertible into shares of common stock of the Company (the “Debenture Shares”), substantially in the form attached hereto as Exhibit A, and (ii) one warrant (the “Warrant”) to purchase shares of common stock of the Company (the “Warrant Shares”, and collectively with the Debentures, the Debenture Shares and the Warrants, the “Securities”), substantially in the form attached hereto as Exhibit B.  The aggregate number of Units being offered for sale to all Investors hereunder is fifty (50) and the aggregate Purchase Price for such Units is $500,000 (the “Aggregate Purchase Price”).

1.2           Closing.  The closing of the purchase, sale and issuance of the Units hereunder shall take place at the offices of the Company, 6400 Richmond Avenue, Houston, Texas 77057, on such date(s) as the Company and the Investor shall mutually agree (the “Closing”).  At the Closing, the Company shall deliver to the Investors, (i) the duly executed Debentures included in the Units being purchased pursuant to Section 1.1 hereof, (ii) the duly executed Warrants included in the Units being purchased pursuant to Section 1.1, and (iii) the duly executed Registration Rights Agreement (the “Registration Rights Agreement”), substantially in the form attached hereto as Exhibit C, all against delivery by the Investors to the Company of the Purchase Price by wire transfer or certified funds of the amount thereof or by such other method agreed to between the Investors and the Company together with a duly countersigned copy of the Registration Rights Agreement.

1.3           Defined Terms Used in this Agreement.  In addition to the terms defined elsewhere in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth below.

“Exchange Act” means the Securities Exchange Act of 1934.

“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of this Agreement, the Debentures or the Warrants, (ii) a material and adverse effect on the results of operations, assets, properties, prospects, business or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; or (iii) a material and adverse impairment to the Company’s ability to perform on a timely basis its obligations under this Agreement, the Debentures or the Warrants.

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“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” of the Company means any “subsidiary” as defined in Rule 1-02(x) of the Regulation S-X promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended.

2.           Representations and Warranties of the Company.  The Company hereby represents and warrants to the Investors that:

2.1           Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to carry on its business as presently conducted or proposed to be conducted.  The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material Adverse Effect.

2.2           Capitalization.  As of June 30, 2012, the authorized capital stock of the Company consists of: (a) 1,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding immediately prior to the execution hereof, and; (b) 500,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), 49,322,321 shares of which are issued and outstanding.  All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. No shares of the Company’s outstanding capital stock are subject to preemptive rights or any other similar rights; other than as described in the SEC Report, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares of capital stock of the Company; there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company or any of its Subsidiaries.  There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities.

2.3           Authorization.   All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement and the authorization, issuance and delivery of the Units has been taken, and this Agreement, when executed and delivered by the Company and assuming due execution and delivery by the Investor, shall constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

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2.4           Valid Issuance of Securities.   The Securities, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

2.5           No Conflicts.  The execution, delivery and performance of this Agreement, the Debentures and the Warrants (collectively, the “Transaction Documents”) by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; provided, however, in the case of each of clauses (ii) and (iii), Company shall not be, nor be deemed to be, in breach of this Section 2.5 (and Investor shall have no remedy with respect to same), unless any applicable breach of such clauses actually results in a Material Adverse Effect.

2.6           Filings, Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) filings required by state securities laws, (ii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iii) filing of notices with, or obtaining of consents from, governmental authorities regarding changes in ownership; and (iv) those that have been made or obtained prior to the date of this Agreement.

2.7           SEC Reports.  The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials together with all other reports filed by the Company with the Commission since December 31, 2011 being collectively referred to herein as the “SEC Reports”) through the quarter ended June 30, 2012.  As of their respective dates, the SEC Reports filed by the Company with the Commission complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports filed by the Company with the Commission, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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2.8           Material Changes.  Since December 31, 2011, (i) the Company has not altered its method of accounting or the identity of its auditors, (ii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (iii) the Company has not issued any equity securities other than pursuant to the exercise or conversion of securities outstanding at December 31, 2011, and (iv) there has not occurred with respect to the Company any events or changes in financial condition or operations that would amount to a Material Adverse Effect. 

2.9           Litigation.  There is no action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) except as disclosed in the SEC Reports, could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any Subsidiary, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  There has not been, and to the knowledge of the Company, there is not pending any investigation by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such).

2.10         Compliance.  Except as otherwise set forth in the SEC Reports, neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, provided, however, in the case of each of clauses (i), (ii) and (iii), Company shall not be, nor be deemed to be, in breach of this Section 2.10 (and Investor shall have no remedy with respect to same), unless any applicable breach of such clauses actually results in a Material Adverse Effect.

2.11         Regulatory Permits.  The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess or update current information on such permits could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such permits.

2.12         Insurance.  The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged.  The Company has no reason to believe that it will not be able to renew its and the Subsidiaries’ existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business on terms consistent with market for the Company’s and such Subsidiaries’ respective lines of business. 

2.13         Certain Registration Matters. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Investors under the Transaction Documents.  

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2.14         Investment Company.  The Company is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

2.15         Certain Fees.  No brokerage, finder’s or advisor’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement.  The Investors shall have no obligation with respect to any fees or with respect to any claims (other than such fees or commissions owed by an Investor pursuant to written agreements executed by such Investor which fees or commissions shall be the sole responsibility of such Investor) made by or on behalf of other persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

2.16         General Solicitation.  The Company has not offered or sold the Units by means of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

3.           Representations and Warranties of the Investors.  Each Investor hereby represents and warrants, on its own behalf and not on behalf of any other Investor, to the Company that:

3.1           Authorization.  The Investor has full power and authority to enter into this Agreement.  This Agreement, when executed and delivered by the Investor, will constitute a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

3.2           Disclosure of Information.  The Investor has had an opportunity to discuss the Company’s business, management, leases and other agreements, financial affairs and the terms and conditions of the offering of the Units with the Company’s management and has had an opportunity to review the Company’s facilities and has had all questions related thereto answered to the full satisfaction of the Investor.  The Investor understands that such discussions and any written information delivered by the Company to the Investor were intended to describe the aspects of the Company’s business which the Investor believes to be material and Investor acknowledges that neither Company nor any of the employees, agents or attorneys of Company has made any verbal or written representations or warranties whatsoever to Investor, whether express, implied, statutory, or by operation of law, except as expressly set forth in this Agreement.. The Investor understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on.  The Company has not, however, rendered any investment advice to the Investors with respect to the suitability of the purchase of any of the Securities or an investment in the Company.

3.3           Restricted Securities.  The Investor understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.  The Investor understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold theSecuritiesindefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.  The Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale.  The Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Investor’s control, including making available public information regarding the Company, which the Company is under no obligation to comply with and may not be able to satisfy. Subject to the foregoing, nothing contained herein shall be deemed a representation or warranty by any Investor to hold the Securities for any period of time.

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3.4           No Need for Liquidity. The Investor has no need for liquidity in connection with its purchase of the Securities.  The Investor has the ability to bear the economic risks of the Investor’s purchase of the Securities for an indefinite period to time.

3.5           Legends.  The Investor understands that the Securities and any securities issued in respect of or exchange for the Securities, may bear one or all of the following legends:

(a)           “THESE SECURITIES AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.”

(b)           Any legend required by the securities laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

3.6           Accredited Investor.  The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act (an “Accredited Investor”) and, if an entity, either (i) was not organized for the specific purpose of acquiring the Securities or (ii) each of its equity owners, members or partners, as the case may be, is an Accredited Investor.

3.7           Brokers; No General Solicitation. No finder or broker was or is engaged by the Investor in connection with the entering into of this Agreement by the Company and the Investor.  The Investor is not purchasing the Units as a result of any advertisement, article, notice or other communication regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

4.           Miscellaneous.

4.1           Furnishing of Information.  The Company covenants, so long as any Investor owns Securities and provided that the Company is not subject to, and otherwise in compliance with, the reporting requirements of the Exchange Act, to prepare and furnish to the Investors and make publicly available in accordance with Rule 144(c) such information as is required for the Investors to sell the Securities under Rule 144.  The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such person to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. 

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4.2           Reservation of Shares.  The Company shall maintain a reserve from its duly authorized shares of Common Stock to comply with its conversion obligations under the Debentures and Warrants.  If the Company would be, if notice of conversion were to be delivered on such date, precluded from issuing the number of Debenture Shares  and Warrant Shares issuable upon conversion in full of the Debentures and Warrants, due to the unavailability of a sufficient number of authorized but unissued or reserved shares of Common Stock, then the board of directors of the Company shall promptly prepare and mail to the stockholders of the Company proxy materials or other applicable materials requesting authorization to amend the Company’s certificate of incorporation or other organizational document to increase the number of shares of Common Stock which the Company is authorized to issue so as to provide enough shares for issuance of the Debenture Shares and Warrant Shares.  In connection therewith, the board of directors shall (a) adopt proper resolutions authorizing such increase, (b) recommend to and otherwise use its best efforts to promptly and duly obtain stockholder approval to carry out such resolutions (and hold a special meeting of the stockholders as soon as practicable, but in any event not later than the 60th day after delivery of the proxy or other applicable materials relating to such meeting) and (c) within five business days of obtaining such stockholder authorization, file an appropriate amendment to the Company’s certificate of incorporation or other organizational document to evidence such increase.

4.3           Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.4           Governing Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. Each party agrees that all proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced on a non-exclusive basis in the state and federal courts sitting in Harris County, Texas. Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the Harris County Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such Harris County Court, or that such proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.5           Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

4.6           Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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4.7           Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by fax (upon customary confirmation of receipt), or 72 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page hereto, or as subsequently modified by written notice.

4.8           Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled.

 [SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as of the date first written above.

THE COMPANY:
NightCulture, Inc.
By:	/s/ Michael Long
Name:	Michael Long
Title:	President
Address:	6400 Richmond Avenue
	Houston, TX 77057

THE INVESTORS:

By:

Name: 

Title:

Address:

Number of Units Purchased:

Total Purchase Price: $

[Signature Page to NightCulture, Inc. Securities Purchase Agreement]

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EXHIBIT A

DEBENTURE

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EXHIBIT B

WARRANT

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EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

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EX-10.2

EXHIBIT 10.2

THIS DEBENTURE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.  NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE MAY BE SOLD OR OTHERWISE TRANSFERRED OR PLEDGED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION OR EXCLUSION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

No. 2012-__ $_____________

NightCulture, Inc.

5.0% Convertible Debenture Due 2015

Section 1.   General.

FOR VALUE RECEIVED, NightCulture, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of _______________, or its registered assigns (the “Investor”), the principal sum of ____________________ DOLLARS AND ZERO CENTS ($__________), or such lesser amount as shall then equal the outstanding principal amount hereof, together with interest thereon at a rate equal to five percent (5%)(the “Interest Rate”) per annum, simple interest computed on the basis of the actual number of days elapsed and a year of 360 days comprised of twelve 30 day months.  Unless earlier converted in accordance with Section 6, all unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) September 12, 2015 (the “Maturity Date”); or (ii) when such amounts become due and payable as a result of, and following, an Event of Default in accordance with Section 4.  All payments required to be made hereunder, if any, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private debts.

This is one of a duly authorized issue of debentures (this debenture being referred to as the “Debenture” and, collectively, all similar debentures issued by the Company pursuant to the Unit Offering (as defined below) being referred to as the “Debentures”) of the Company.   An aggregate of $500,000.00 in principal amount of Debentures are being offered (the “Unit Offering”) by the Company in units (the “Units”) together with warrants (the “Warrants”), each Unit consisting of one Debenture and one Warrant.

Section 2.  Interest.

Interest shall accrue on the unpaid balance of the principal amount of this Debenture (without any compounding) from and including the date hereof to, but excluding, the date on which the principal amount of this Debenture is paid in full (or converted in accordance with Section 6 hereof) and shall be payable on the earlier of (i) the Maturity Date, or (ii) with respect to Debentures converted pursuant to Section 6, on the Conversion Date.

Section 3.  Prepayment.

Not withstanding anything herein to the contrary, without the prior written consent of the holder of this Debenture, the Company may not prepay the principal amount of this Debenture prior to the Maturity Date or an Event of Default.

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Section 4.   Defaults.

The occurrence of any of the following shall constitute an “Event of Default” under this Debenture:

(a)           The Company shall fail to pay (i) when due any principal or interest payment hereof on the due date hereunder or (ii) any other payment required under the terms of this Debenture on the date due and such payment shall not have been made within five (5) business days of Company’s receipt of Investor’s written notice to Company of such failure to pay; or

(b)           The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Debenture (other than those specified in Section 4(a)) and such failure shall continue for ten (10) business days after written notice thereof is delivered to the Company; or

(c)           Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of the Company to the Investor in writing in connection with this Debenture, or as an inducement to the Investor to purchase this Debenture, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or

(d)           The Company shall (i) fail to make any payment when due under the terms of any bond, debenture, note or other evidence of indebtedness to be paid by the Company (excluding this Debenture, which default is addressed by Section 4(a) above, but including any other evidence of indebtedness of the Company to the Investor) and such failure shall continue beyond any period of grace provided with respect thereto, or (ii) default in the observance or performance of any other agreement, term or condition contained in any such bond, debenture, note or other evidence of indebtedness, and the effect of such failure or default is to cause, or permit the holder thereof to cause, indebtedness in an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) or more to become due prior to its stated date of maturity; or

(e)           The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated in full or in part, (v) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any action for the purpose of effecting any of the foregoing; or

(f)           Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement; or

(g)           One or more judgments for the payment of money in an amount in excess of Two Hundred Fifty Dollars ($250,000) in the aggregate, outstanding at any one time, shall be rendered against the Company and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any judgment, writ, assessment, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of the property of the Company and such judgment, writ, or similar process shall not be released, stayed, vacated or otherwise dismissed within thirty (30) days after issue or levy.

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Section 5.   Rights Of Investor Upon Default.

Upon the occurrence or existence of any Event of Default (other than an Event of Default referred to in Sections 4(f) or 4(g) hereof) and at any time thereafter during the continuance of such Event of Default, the Investor may, by written notice to the Company, declare all outstanding amounts payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.  Upon the occurrence or existence of any Event of Default described in Sections 4(f) or 4(g) hereof, immediately and without notice, all outstanding amounts payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.  In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Investor may exercise any other right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both. So long as an Event of Default occurs and is continuing, this Debenture shall bear interest at the rate equal to the lesser of (i) twelve percent (12%) per annum, and (ii) the maximum lawful non-usurious contract rate of interest allowed by applicable law, until such time as the Event of Default is cured or outstanding principal and all accrued but unpaid interest on this Debenture and any other amounts due there under are paid in full.

Section 6.   Conversion.

(a)           At any time, and from time to time, the Investor may, in the manner described in Section 6(b) and at the Investor’s sole and exclusive option, convert all, or a portion, of the principal and/or interest outstanding under this Debenture into shares of the Company’s common stock, $0.001 par value (the “Common Stock”) at the then effective Conversion Price.  The number, and nature, of shares of Common Stock into which this Debenture shall be converted shall be determined by dividing the principal amount, and interest if any, so converted by the Conversion Price in effect at the time of conversion, subject to adjustments, if any, provided for pursuant to Section 6(d).  

(b)           The Investor shall exercise its right to convert this Debenture by providing written notice of conversion (a “Conversion Notice”, the date of receipt by the Company of each such Conversion Notice being referred to herein as the “Conversion Date”) accompanied by this Debenture.  The Company shall, within five (5) business days following the Conversion Date and at the Company’s expense, issue and deliver to the Investor, or to its nominee, at such Investor’s address as shown in the records of the Company, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company).  No fractional shares of Common Stock shall be issued upon conversion of this Debenture and, after aggregating all fractional shares subject to conversion, any remaining fractional share to which the Investor would otherwise be entitled shall be rounded up to the nearest whole number.  As of the Conversion Date, the accrued interest so converted, first, and, then, the principal amount of this Debenture so converted shall be deemed paid in full, and all rights with respect to such accrued interest and principal amount of this Debenture so converted shall immediately cease and terminate, except only the right of the Investor to receive shares of Common Stock in exchange therefor and the payment of any accrued and unpaid and unconverted interest thereon.  On the Conversion Date, the shares of Common Stock issuable upon such conversion shall be deemed to be outstanding, and the Investor shall be entitled to exercise and enjoy all rights with respect to such shares of Common Stock.  

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(c)           The term “Conversion Price” shall mean, as of any time, fifty percent (50%) of the Market Price. For the purpose of this Debenture, “Market Price” shall mean for the Common Stock (or its successor security) (i) if the Common Stock is traded on a national securities exchange (an “Exchange”), the average closing sales price of the Common Stock on the Exchange on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. over the twenty (20) consecutive trading day period ending on the Conversion Date (the “Measurement Period”); (ii) if the Common Stock is not listed on an Exchange but is quoted for trading on the OTC Bulletin Board (the “OTCBB”), the average closing sale price of the Common Stock as so reported by the OTC Bulletin Board over the Measurement Period; and (iii) if the Common Stock is not then listed on an Exchange or quoted for trading on the OTCBB but are then reported in any of the OTC Markets published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices)(the “OTC Market”), the average of the last accepted bid price per share of Common Stock as so reported over the Measurement Period.  If the Common Stock is listed or quoted on an Exchange and/or the OTCBB and/or the OTC Market during a portion, but not all, of the Measurement Period, the Market Price shall computed taking into account the days within the Measurement Period on which each of (i), (ii) and (iii) above, in that order of preference, applied. If the Common Stock is not listed for trading or eligible for quotation on any of the foregoing exchanges or public markets, then the Market Price of the Common Stock shall be determined in good faith by the Company’s board of directors.

(d)          If the Company shall:

(i)            make or issue a dividend or other distribution payable in securities, then and in each such event provision shall be made so that the Investor shall receive upon conversion of this Debenture, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities that they would have received had this Debenture been converted into Common Stock on the date of such event and had they thereafter during the period from the date of such event to and including the Conversion Date, retained such securities receivable by them as aforesaid during such period giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the Investor; or

(ii)           reclassify its Common Stock (including any reclassification in connection with a consolidation or merger in which the Company is the surviving corporation), then and in each such event provision shall be made so that the holder of this Debenture shall receive upon conversion thereof, the amount of such reclassified Common Stock that they would have received had this Debenture been converted into Common Stock immediately prior to such reclassification and had they thereafter during the period from the date of such event to and including the Conversion Date, retained such reclassified Common Stock giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the holders of this Debenture; and

(iii)          whenever adjustments are made as provided in Section 6(d)(i) or (ii), the Company shall forthwith, and not more than five business days following the events giving rise to such adjustments, provide notice of such adjustment to the holder of this Debenture, a statement, certified by the chief financial officer of the Company, showing in detail the facts requiring such adjustment. 

(iv)          if a state of facts shall occur which, without being specifically controlled by the provisions of this Section 6, would not fairly protect the conversion rights of the holders of this Debenture in accordance with the essential intent and principles of such provisions, then the board of directors of the Company shall make an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such conversion rights.

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(e)           The Company shall not amend its Articles of Incorporation or participate in any reorganization, transfer of assets, consolidation, merger, issue or sale of securities or any other voluntary action for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the Investor against impairment as provided herein.

Section 7.   Defenses.

The obligations of the Company under this Debenture shall not be subject to reduction, limitation, impairment, termination, defense, set-off, counterclaim or recoupment for any reason.

Section 8.   Exchange or Replacement of Notes.

(a)           The Investor may, at its option, in person or by duly authorized attorney, surrender this Debenture for exchange, at the principal business office of the Company, and receive in exchange therefore, a new Debenture in the same principal amount as the unpaid principal amount of this Debenture and bearing interest at the same annual rate as this Debenture, each such new Debenture to be dated as of the date of this Debenture and to be in such principal amount as remains unpaid and payable to such person or persons, or order, as the Investor may designate in writing.

(b)           Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Debenture and (in the case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon surrender and cancellation of this Debenture, if mutilated, the Company will deliver a new Debenture of like tenor in lieu of this Debenture.  Any Debenture delivered in accordance with the provisions of this Section 8 shall be dated as of the date of this Debenture.

Section 9.   Attorneys’ and Collection Fees.

Should the indebtedness evidenced by this Debenture or any part hereof be collected at law or in equity or in bankruptcy, receivership or other court proceedings, the Company agrees to pay, in addition to the principal and interest due and payable hereon, all costs of collection, including reasonable attorneys’ fees and expenses, incurred by the Investor in collecting or enforcing this Debenture.

Section 10.  Amendments.

This Debenture may not be amended without the express written consent of both the Company and the Investor.

Section 11.  Waivers.

The Company hereby waives presentment, demand for payment, notice of dishonor, notice of protest and all other notices or demands in connection with the delivery, acceptance, performance or default of this Debenture.  No delay by the Investor in exercising any power or right hereunder shall operate as a waiver of any power or right, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof, or the exercise thereof, or the exercise of any other power or right hereunder or otherwise; and no waiver whatsoever or modification of the terms hereof shall be valid unless set forth in writing by the Investor and then only to the extent set forth therein.

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Section 12.  Governing Law.

This Debenture is made and delivered in, and shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to principles of conflicts of laws of the State of Texas or any other state).  Any action to enforce the terms of this Debenture shall be exclusively brought in the state and/or federal courts in Harris County, Texas.

Section 13.  Successors and Assigns.

 The rights and obligations of the Company and the Investor under this Debenture shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.  Notwithstanding the foregoing, neither this Debenture nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company, without the prior written consent of the Investor

Section 14.  Notices.

All notices, requests, demands and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party at its address or facsimile number set forth below or such other address or facsimile number as such party may hereafter specify by notice to the other parties listed below:

(a)	If to the Company:	NightCulture, Inc. 6400 Richmond Avenue Houston, Texas 77057 Attention: Michael Long Telephone: (832) 535-9070 Facsimile: (281) 605-1333
(b)	If to the Investor:	At the address shown on the signature page

Each such notice, request or other communication shall be effective (i) upon receipt (provided, however, that notices received on a Saturday, Sunday or legal holiday or after 5:00 p.m. on any other day will be deemed to have been received on the next business day), if given by legible facsimile transmission with proof from sender of confirmation of receipt, or (ii) upon receipt if delivered personally or by overnight courier, or (iii) 72 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid.

Section 15.  No Rights of Stockholders.

Except as otherwise provided herein, this Debenture shall not entitle the Investor to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

Section 16.  Registration Rights Agreement.

In conjunction with this Debenture, the Company and the Investor have entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to file, with the Securities and Exchange Commission, a registration statement registering the shares of Common Stock issuable upon exercise of this Debenture.

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Section 17.  Entire Agreement.

This Debenture, the Securities Purchase Agreement relating to the offer and sale of the Units, and the Registration Rights Agreement constitute the full and entire understanding and agreement between the parties with regard to the subjects hereto and thereof.

Section 18.  Headings.

The headings used in this Debenture are used for convenience only and are not to be considered in construing or interpreting this Debenture.

IN WITNESS WHEREOF, the Company has caused this Debenture to be duly executed by its duly authorized officer as of the date indicated below.

	NightCulture, Inc.
Date: September 12, 2012	By:	/s/ Michael Long
		Michael Long
		President

Note No.	2012-
Amount:	$
Investor Name:
Address:
Telephone:
Facsimile:

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ANNEX A

CONVERSION NOTICE

(To be Executed by the Registered Holder

in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert the above Debenture No. 2012-__ into shares of Common Stock, $0.001 par value per share, of NightCulture, Inc. according to the provisions hereof, as of the date written below.

Conversion calculations: _________________________________________ Date of Conversion Notice _________________________________________ Principal Amount of Debenture to be Converted _________________________________________ Accrued Interest to be Converted _________________________________________ Conversion Price _________________________________________ Number of Shares to be Issued Upon Conversion _________________________________________ Signature _________________________________________ Name _________________________________________ Address

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EX-10.3

EXHIBIT 10.3

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. CENTRAL TIME ON DECEMBER 31, 2015 (the “EXPIRATION DATE”).

Warrant No. 2012-__

NIGHTCULTURE INC.

WARRANT TO PURCHASE __________ SHARES OF

COMMON STOCK, $0.001 PAR VALUE

For VALUE RECEIVED, ______________(“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from NightCulture Inc., a Nevada corporation (“Company”), at any time not later than 5:00 P.M., Central time, on the Expiration Date (as defined above), at an exercise price per share equal to the Warrant Price (as defined below), __________ shares (“Warrant Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”).  The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

The “Warrant Price” shall mean, as of any time, fifty percent (50%) of the Market Price. For the purpose of this Warrant, “Market Price” shall mean for the Common Stock (or its successor security) (i) if the Common Stock is traded on a national securities exchange (an “Exchange”), the average closing sales price of the Common Stock on the Exchange on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. over the twenty (20) consecutive trading day period ending on the Conversion Date (the “Measurement Period”); (ii) if the Common Stock is not listed on an Exchange but is quoted for trading on the OTC Bulletin Board (the “OTCBB”), the average closing sale price of the Common Stock as so reported by the OTC Bulletin Board over the Measurement Period; and (iii) if the Common Stock is not then listed on an Exchange or quoted for trading on the OTCBB but are then reported in any of the OTC Markets published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices)(the “OTC Market”), the average of the last accepted bid price per share of Common Stock as so reported over the Measurement Period.  If the Common Stock is listed or quoted on an Exchange and/or the OTCBB and/or the OTC Market during a portion, but not all, of the Measurement Period, the Market Price shall computed taking into account the days within the Measurement Period on which each of (i), (ii) and (iii) above, in that order of preference, applied. If the Common Stock is not listed for trading or eligible for quotation on any of the foregoing exchanges or public markets, then the Market Price of the Common Stock shall be determined in good faith by the Company’s board of directors.

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Section 1.  Registration.  The Company shall maintain books for the transfer and registration of the Warrant.  Upon the initial issuance of this Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder.

Section 2.  Transfers.  As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration.  Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, to establish that such transfer is being made in accordance with the terms hereof, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

Section 3.  Exercise of Warrant.  Subject to the provisions hereof, the Warrantholder may exercise this Warrant in whole or in part at any time prior to its expiration upon surrender of the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified check or wire transfer of funds for the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Warrantholder).  The Warrantholder shall deliver the Exercise Agreement to the Company’s Chief Executive Officer by facsimile to 281-605-1333 and by Email to mike@nightculture.com.  The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder or the Warrantholder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered (or evidence of loss, theft or destruction thereof and security or indemnity satisfactory to the Company), the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered.  Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the Warrantholder within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised.  The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder or such other name as shall be designated by the Warrantholder.

If by the third business day following the date this Warrant is duly exercised in accordance the preceding paragraph in this Section 3(a), the Company fails to deliver the required number of Warrant Shares in the manner required pursuant to this Section 3, and if after such date and prior to the receipt of such Warrant Shares, shares of Common Stock are purchased by or for the account of the Warrantholder to deliver in satisfaction of a sale by the Warrantholder of the Warrant Shares which the Warrantholder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Warrantholder the amount by which (x) the Warrantholder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Warrantholder in connection with such exercise by (B) the closing price of the Common Stock on the date the Exercise Form was delivered and (2) deliver to the Warrantholder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder; provided, however, that the obligations of the Company with respect to a Buy-In shall not apply where the Warrant Shares in question are subject to resale restrictions under the Securities Act.  The Warrantholder shall provide the Company written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In.

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If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Warrantholder a new Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised.  As used herein, “business day” means a day, other than a Saturday or Sunday, on which banks in Houston, Texas are open for the general transaction of business.

Section 4.  Compliance with Securities Act.  The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 5.  Payment of Taxes.  The Company will pay any documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the Warrantholder in respect of which such shares are issued, and in such case, the Company shall not be required to issue or deliver any certificate for Warrant Shares or any Warrant until the person requesting the same has paid to the Company the amount of such tax or has established to the Company’s reasonable satisfaction that such tax has been paid.  The Warrantholder shall be responsible for income taxes due under federal, state or other law, if any such tax is due.

Section 6.  Mutilated or Missing Warrants.  In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if requested by the Company.

Section 7.  Reservation of Common Stock.  The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 7, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant.  The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

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Section 8.  Adjustments.  Subject and pursuant to the provisions of this Section 8, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

(a)          If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock that is in excess of twenty percent (20%) of the then-issued and outstanding shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares that is in excess of twenty percent (20%) of the then-issued and outstanding shares of Common Stock or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable upon exercise of the Warrant shall be adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event.  Such adjustments shall be made successively whenever any event listed above shall occur.  This Warrant shall not be adjusted for any stock dividend, distribution in shares of Common Stock or stock dividend that is equal to or less than twenty percent (20%) of the then-issued and outstanding Common Stock.

(b)          If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.  The provisions of this paragraph (b) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions.

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(c)          In case the Company shall make or issue a dividend or other distribution payable in securities (other than Common Stock), assets or evidence of indebtedness, then and in each such event provision shall be made so that the Investor shall receive upon exercise of this Warrant, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities, assets and/or evidence of indebtedness that they would have received had this Warrant been exercised into Common Stock on the date of such event and had they thereafter during the period from the date of such event to and including the Conversion Date, retained such securities receivable by them as aforesaid during such period giving effect to all adjustments called for during such period under this paragraph with respect to the rights of the Warrantholder.

(d)          If the Company repurchases or retires any of its issued and outstanding shares of Common Stock, the number of Warrant Shares purchasable under this Warrant shall be reduced, on a pro rata basis, to the extent of such reduction of the issued and outstanding shares of Common Stock.  No such adjustment to the Warrant Shares shall be made for the retirement or repurchase of any security that is exercisable for or convertible or exchangeable into shares of Common Stock.

(e)          Adjustments pursuant to this Section 8 shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

(f)           In the event that, as a result of an adjustment made pursuant to this Section 8, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.

Section 9.  Fractional Interest.  The Company shall not be required to issue fractions of Warrant Shares upon the exercise of this Warrant.  If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 9, be deliverable upon such exercise, the Company, in lieu of delivering such fractional share, shall pay to the exercising Warrantholder an amount in cash equal to the Market Price of such fractional share of Common Stock on the date of exercise.

Section 10.  Benefits.  Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

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Section 11.  Notices to Warrantholder.  Upon the happening of any event requiring an adjustment pursuant to Section 8, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjustment resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.  Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 12.  Notices.  All notices, requests, demands and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party at its address or facsimile number set forth below or such other address or facsimile number as such party may hereafter specify by notice to the other parties listed below:

(a)	If to the Company:	NightCulture, Inc.
		6400 Richmond Avenue
		Houston, Texas 77057
		Attention:	Michael Long
		Telephone:	(832) 535-9070
		Facsimile:	(281) 605-1333
(b)	If to the Warrantholder:   At the address shown on the signature page

Each such notice, request or other communication shall be effective (i) upon receipt (provided, however, that notices received on a Saturday, Sunday or legal holiday or after 5:00 p.m. on any other day will be deemed to have been received on the next business day), if given by legible facsimile transmission with proof from sender of confirmation of receipt, or (ii) upon receipt if delivered personally or by overnight courier, or (iii) 72 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid.

Section 13.  Registration Rights.   In conjunction with this Warrant, the Company and the initial Warrantholder have entered into a Registration Rights Agreement pursuant to which the Company has agreed to file, with the Securities and Exchange Commission, a registration statement registering the Warrant Shares.

Section 14.  Successors.  All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

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Section 15.  Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Texas, without reference to the choice of law provisions thereof.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of Texas located in the County of Harris, State of Texas and the United States District Court for the Southern District of Texas for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.  Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.  The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 16.  No Rights as Stockholder.  Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

Section 17.  Amendment; Waiver.  This Warrant is one of a series of Warrants of like tenor issued by the Company pursuant to the issuance of its Convertible Debentures Units and initially covering an aggregate of up to 25,000,000 shares of Common Stock (collectively, the “Company Warrants”).  Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the Warrantholder.  A waiver or amendment of this Warrant shall not be an amendment or waiver to any of the other Company Warrants without the written consent of the holder(s) of such other Company Warrants.

Section 18.  Section Headings.  The section headings in this Warrant are for the convenience of the Company and the Warrantholder and in no way alter, modify, amend, limit or restrict the provisions hereof.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its duly authorized officer as of the date indicated below.

	NightCulture, Inc.
Date:     September 12, 2012	By:	/s/ Michael Long
	Name:	Michael Long
	Title:	President

Warrant No.	2012-
Warrant Shares:
Warrantholder:
Address:
Telephone:
Facsimile:

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APPENDIX A

NIGHTCULTURE INC.

WARRANT EXERCISE FORM

To NightCulture Inc.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock (“Warrant Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

________________________________

Name

________________________________

Address

________________________________

________________________________

Federal Tax ID or Social Security No.

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned’s Assignee as below indicated and delivered to the address stated below.

Dated: ___________________, ____

Note:  The signature must correspond with	Signature:______________________
the name of the Warrantholder as written
on the first page of the Warrant in every	______________________________
particular, without alteration or enlargement	Name (please print)
or any change whatever, unless the Warrant
has been assigned.	______________________________
	______________________________
	Address
	______________________________
	Federal Identification or
	Social Security No.
	Assignee:
	______________________________
	______________________________
	______________________________

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EX-10.4

 EXHIBIT 10.4

Registration Rights Agreement

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 12, 2012, by and among NightCulture, Inc., a Nevada corporation (the “Company”), and the investors listed on the signature page hereto (individually, an “Investor” and collectively, the “Investors”).

WHEREAS, in connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Purchase Agreement”), the Company has agreed to issue and sell to each Investor convertible debentures of the Company (the “Debentures”), which will be convertible into the Company’s common stock, $0.001 par value (the “Common Stock”, and as issued upon conversion of the Debentures, the “Debenture Shares”), and warrants (the “Warrants”), which will be exercisable to purchase shares of Common Stock (as issued upon exercise of the Warrants, the “Warrant Shares”); and

WHEREAS, in accordance with the terms of the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”).

The Company and the Investors hereby agree as follows:

1.          Definitions; Section References.

(a)      Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan, (ii) a registration relating to an SEC Rule 145 transaction, (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

“Prospectus” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means: (i) the Debenture Shares, (ii) the Warrant Shares and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities referenced in (i) through (ii) above.  Notwithstanding the foregoing, a security shall cease to be a Registrable Security for purposes of this Agreement from and after such time as the Holder of such security may resell such security without volume restrictions under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected holders.

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“Registration Period” means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing on the effective date of such Registration Statement and ending on the earliest to occur of (a) the second anniversary of such effective date, (b) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, or (c) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders.

“Registration Statement” means each registration statement required to be filed hereunder, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“SEC” means the U.S. Securities and Exchange Commission.

“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, including fees and disbursements of Legal Counsel for the holders.

“Underwriters’ Maximum Number” means, for any registration hereunder which is an underwritten registration, that number of securities to which such registration should, in the opinion of the managing underwriters of such registration in the light of marketing factors, be limited.

(b)     Section References. References in this Agreement to “Sections” shall be to Sections of this Agreement unless otherwise specifically provided.

2.           Demand Registration Rights

(a)      Registration Rights. Subject to the terms of this Agreement, at any time, any Investor may request that the Company effect a registration (a “Demand Registration”) under the Securities Act covering all or part of the Registrable Securities by giving written notice to the Company in accordance with Section 8(j), which request shall specify the number of Registrable Securities proposed to be sold and the intended method or methods of disposition of such Registrable Securities. Within ten days after receipt of any written request pursuant to this Section 2(a), the Company will give written notice of such request to all of the other Investors in accordance with Section 8(j), and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within ten days after delivery of the Company’s notice, and thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act.

(b)     Priority. If the Investors holding at least a majority of the Registrable Securities to be included in such Demand Registration so request that the offering be underwritten with a managing underwriter(s) and the managing underwriter(s) with respect to a Demand Registration involving more than one Investor advise the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such Demand Registration should be reduced due to adverse market conditions, market demand or otherwise, then, unless otherwise agreed by all of the Investors who have requested inclusion of Registrable Securities in the applicable Demand Registration, the number of Registrable Securities shall be reduced pro rata among the respective holders of such Registrable Securities on the basis of the number of such Registrable Securities requested by such Investors to be included in the applicable Demand Registration.

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(c)      Form. Registrations under this Section 2 shall be on such appropriate registration form of the SEC (i) as shall be selected by the Company and as shall be reasonably acceptable to the Investors holding at least a majority of the Registrable Securities to be included in such Demand Registration, and (ii) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the applicable Investor’s requests for such registration. Notwithstanding the foregoing, if, pursuant to a Demand Registration, (x) the Company proposes to effect a registration by filing a Registration Statement on Form S-3 (or any successor or similar short-form registration statement), (y) such registration is in connection with an underwritten offering and (z) the managing underwriter(s) shall advise the Company in writing that, in its opinion, the use of another form of registration statement (or the inclusion, rather than the incorporation by reference, of information in the prospectus related to a Registration Statement on Form S-3 (or other short-form registration statement)) is of material importance to the success of such proposed offering, then such registration shall be effected on such other form (or such information shall be so included in such prospectus).

(d)     Limitations. The Company will not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration. In addition, with respect to any Demand Registration, if (i) (A) in the good faith judgment of the Board of Directors of the Company, there is a material development relating to the business, results of operations, condition (financial or otherwise) or prospects of the Company that has not been disclosed to the general public and is required to be disclosed under applicable securities law in the opinion of counsel to the Company, or (B) the Company is planning to prepare and file a registration statement for a primary offering by the Company of its securities, and (ii) the chief executive officer or chief financial officer of the Company notifies in writing the Investor(s) requesting such Demand Registration that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to postpone the filing of a Demand Registration, then the Company may postpone for up 60 days the filing or the effectiveness (but not the preparation) of a registration statement for a Demand Registration. No such postponement shall exceed 60 consecutive days, no subsequent postponement shall commence fewer than 15 days following the expiration of any preceding period of postponement, and the aggregate of all postponements shall not exceed 150 days in any 360-day period

3.           Piggyback Registration Rights.

(a)      Company Registration. In addition to the Demand Registration rights provided hereunder, if (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Investors) any of its securities under the Securities Act in connection with the public offering of such securities (other than with respect to an Excluded Registration), the Company shall, at such time, promptly give each Investor written notice of such registration. Upon the written request of each Investor given within twenty (20) days after such notice by the Company in accordance with Section 8(j), the Company shall, subject to the provisions of Section 3(c), use commercially reasonable efforts to cause (i) to be registered under the Securities Act all of the Registrable Securities that each such Investor has requested to be registered, and (ii) the aggregate number of Registrable Securities requested by the Investors to be included in any public offering to be not less than twenty-five percent (25%) of the Company’s securities included in such offering.

(b)     Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Investor has elected to include Registrable Securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6.

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(c)      Underwriting Requirements. In connection with any offering involving an underwriting of the Company securities, including Registrable Securities, the Company shall not be required under this Section 3 to include any Investor’s Registrable Securities in such underwriting unless such Investor accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with an underwriter or underwriters so selected, and then only in such quantity as determined in accordance with the remainder of this Section 3(c). If the managing underwriters shall give written advice to the Company of an Underwriters’ Maximum Number, then: (i) if the registration has been initiated by the Company, then, subject to Section 3(a)(ii), (A) the Company shall be entitled to include in such registration the maximum number of securities which the Company proposes to offer and sell for its own account in such registration and which does not exceed the Underwriters’ Maximum Number, (B) if the Underwriters’ Maximum Number exceeds the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company will be obligated and required to include in such registration the maximum number of Registrable Securities requested by the Investors (on a pro rata basis based on such Investors’ respective ownership of Registrable Securities) to be included in such registration and which does not exceed such excess, and (C) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to the foregoing clause (B) and the number of securities which the Company proposes to offer and sell for its own account in such registration, then the Company may include in such registration that number of securities which other persons shall have requested be included in such registration and which shall not be greater than such excess; and (ii) if the registration has been initiated by any other person(s), then (A) the Company shall be entitled to include in such registration the maximum number of securities which such other person(s) propose to offer and sell for their own account in such registration and which does not exceed the Underwriters’ Maximum Number, (B) if the Underwriters’ Maximum Number exceeds the number of securities which such other person(s) proposes to offer and sell for their own account in such registration, then the Company will be obligated and required to include in such registration the maximum number of Registrable Securities requested by the Investors (on a pro rata basis based on such Investors’ respective ownership of Registrable Securities) to be included in such registration and which does not exceed such excess, (C) if the Underwriters’ Maximum Number exceeds the sum of the number of Registrable Securities which the Company shall be required to include in such registration pursuant to the foregoing clauses (A) and (B), then the Company may include in such registration that number of other securities which the Company and/or any other holders of the Company’s securities be included in such registration and which shall not be greater than such excess.

4.           Registration Procedures. When the Company proposes to effect the registration of any of the Registrable Securities pursuant to Section 2 or 3, the Company shall have the following obligations:

(a)      Subject to Section 6, the Company agrees that the Investors that have elected to participate in a registration pursuant to Section 2 or 3 and holding at least a majority of the Registrable Securities to be included in such registration shall have the right to select one legal counsel to represent such Investors as a group to review and oversee any such registration (“Legal Counsel”). The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement. The Company shall permit Legal Counsel to review and comment upon (i) each Registration Statement at least three (3) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC.

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(b)     The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary Prospectus, (ii) upon the effectiveness of any Registration Statement, one copy of the Prospectus and all amendments and supplements thereto (or such other number of copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final Prospectus, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(c)      The Company shall use commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or blue sky laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(d)     The Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the Prospectus, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and promptly prepare a supplement or amendment to such Registration Statement and the Prospectus to correct such untrue statement or omission and deliver one copy of such supplement or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus.

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(e)      The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(f)       If any Investor is required under applicable securities laws to be described in the Registration Statement as an underwriter and such Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors.

(g)      If any Investor is required under applicable securities laws to be described in any Registration Statement as an underwriter and such Investor consents to being so named, upon the written request of such Investor, the Company shall make available for inspection by such Investor and Legal Counsel (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to such Investor) or use of any Record or other information which the Company’s board of directors determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (2) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such Records has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. Such Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if any) shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

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(h)      The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company pursuant to this Agreement unless (i) disclosure of such information is necessary to comply with federal or blue sky laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i)       The Company shall use commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed on (A) each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (B) the OTC Bulletin Board, or (ii) secure the inclusion for quotation of all of the Registrable Securities on The NASDAQ Global Market, The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Capital Market or the NYSE Amex for such Registrable Securities and, without limiting the generality of the foregoing, to use commercially reasonable efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 4(i).

(j)       The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts (as the case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may request.

(k)      If requested by an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by an Investor holding any Registrable Securities.

(l)       The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable effective date of each Registration Statement.

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(m)     The Company shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(n)     The Company shall notify all Investors holding Registrable Securities being offered in the event that, in the judgment of the Company, it becomes advisable to suspend use of a Prospectus included in a Registration Statement, as then in effect, due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company. Upon receipt of such notice, each such Investor shall immediately discontinue any sales of Registrable Securities pursuant to such Prospectus and the related Registration Statement until such Investor has received copies of a supplement or amendment to such Prospectus and the related Registration Statement or until such Investor has been advised in writing by the Company that such Prospectus and the related Registration Statement, as then in effect, may again be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus and the related Registration Statement. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this Section 4(n) to suspend sales of Registrable Securities for a period in excess of 60 days in any 360-day period.

5.           Obligations of the Investors.

(a)      Information to be Furnished. At least five (5) business days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

(b)      Cooperation. Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement.

(c)      Obligation to Discontinue Dispositions. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) or the first sentence of Section 4(d), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of copies of the supplemented or amended Prospectus as contemplated by Section 4(e) or the first sentence of Section 4(d) or receipt of notice that no supplement or amendment is required.

(d)      Compliance with Prospectus Delivery Requirements. Each Investor covenants and agrees that it will comply with the Prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

6.           Registration Expenses. All reasonable expenses relating to the Company’s compliance with Sections 2, 3, and 4, including, without limitation, all registration and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and blue sky laws, printing expenses, fees and expenses of the Company’s counsel and accountants, shall be paid by the Company. All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such holder.

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7.           Indemnification. In the event any Registrable Securities are included in a Registration Statement under this Agreement:

(a)      Indemnification by the Company. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers, partners, employees, agents, representatives of, and each person, if any, who controls any Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus if used prior to the effective date of such Registration Statement, or contained in the final Prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any blue sky law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to Section 7(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such Prospectus was timely made available by the Company pursuant to Section 4(b); and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 8(d).

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(b)      Indemnification by the Investors. In connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 7(a), the Company, each of its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”) against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act, any blue sky law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 7(c), such Investor shall reimburse the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 7(b) and the agreement with respect to contribution contained in Section 7(d)(i) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall be liable under this Section 7(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 8(d).

(c)      Procedures. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 7 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 7, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 7, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

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(d)      Contributions; Investors Treated Separately.

(i)       To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 7 to the fullest extent permitted by law; provided, however, that: (1) no person involved in the sale of Registrable Securities which person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (2) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement.

(ii)      Notwithstanding any provision of this Agreement to the contrary, each Investor shall be treated individually and separately from all other Investors under this Section 7, and will neither (1) become the subject of any obligation under this Section 7 as a result of any action, failure to act, statement, omission, or otherwise of any other Investor hereunder, nor (2) benefit from the provisions of Section 7(a) as a result of any indemnification obligation of the Company to any other Investor under said Section.

8.           Miscellaneous.

(a)      Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Texas.

(b)      Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(c)       Remedies. The remedies provided in this Agreement shall be cumulative and in addition to all other remedies available under this Agreement and any of the other Transaction Documents (as defined in the Purchase Agreement) at law or in equity (including a decree of specific performance and/or other injunctive relief). The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable harm to the Investors and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without any bond or other security being required.

(d)      Assignment. All or any portion of the rights under this Agreement shall be assignable by each Investor in connection with any transfer of such Investor’s Registrable Securities or Debentures or Warrants made in accordance with the provisions of the same, if: (i) such Investor agrees in writing with such transferee, assignee or participant (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transferee, assignee or participant (as the case may be); (ii) the Company is, within a reasonable time after such transfer, assignment or participation (as the case may be), furnished with written notice of (a) the name and address of such transferee, assignee or participant (as the case may be), and (b) the securities with respect to which such registration rights are being assigned; and (iii) such transferee, assignee or participant (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein.

(e)      Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

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(f)       Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(g)      Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(h)      Entire Agreement. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Investors, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein.

(i)       Amendments and Waivers. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders of a majority of the Registrable Securities (determined at the time of such amendment or waiver), and any amendment or waiver to this Agreement made in conformity with the provisions of this Section 8(i) shall be binding on all of the Investors. No such amendment shall be effective to the extent that it applies to less than all of the holders of the applicable Registrable Securities then outstanding.

(j)       Notices. Whenever notice is required to be given under this Agreement, unless otherwise provided herein, such notice shall be given in accordance with Section 4.7 of the Purchase Agreement.

(k)      Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(l)       No Third Party Beneficiaries. Subject to the requirements of Section 8(d), this Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

(m)     Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(n)      No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and each Investor has executed this Registration Rights Agreement as of the date first written above.

ISSUER:
NIGHTCULTURE, INC.
By:
Name:	Michael Long
Title:	CEO
INVESTORS:
By:
Name:
Title:

[Signature Page to Registration Rights Agreement]

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EX-10.5

EXHIBIT 10.5

Employment Agreement

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of September 13, 2012 (the “Effective Date”), by and between NIGHTCULTURE, INC., a Nevada corporation (“Company”), and JEREMY WORD (“Employee”) (each a “Party” and, collectively, the “Parties”).  Unless otherwise indicated, capitalized terms are defined in Article VII.

WHEREAS, Employee and Company are party to that certain Asset Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company agreed to purchase, and Employee agreed to sell (the “Acquisition”), substantially all of the assets used, or usable in an event promotion business operated by Employee and Brooke Humphries under the name “Full Access and Prototype Industries” (the “Business”) in Dallas County, Texas and each county adjoining Dallas County (the “Subject Market”); and

WHEREAS, pursuant to the terms of the Purchase Agreement, and as a condition to closing of the purchase and sale contemplated in the Purchase Agreement, the Company and Employee agreed to enter into an employment agreement pursuant to which Employee would provide services exclusively to the Company as an employee in connection with events promoted and produced by the Company in the Subject Market in order to preserve the value of the Business following closing of the purchase and sale contemplated in the Purchase Agreement.

NOW, THEREFORE, in consideration of the recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

EMPLOYMENT TERMS

1.1.           Employment.  The Company hereby employs Employee, and Employee hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 3.1 hereof (the “Employment Period”).

1.2.           Position and Duties.

  1.2.1.           Generally.  During the Employment Period, Employee will be an employee of the Company and will serve in such position(s) as management of the Company shall determine from time to time.  In any such capacity, Employee shall provide such services to the Company and its subsidiaries as are commensurate with the customary duties, responsibilities and authority of such offices as to which he may be appointed and subject to the power of the Board of Directors of the Company (the “Board”).  Employee shall also perform such other services on behalf of the Company as the Board may reasonably direct from time to time.

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  1.2.2.           Duties and Responsibilities.  Employee shall report to the President and the Board of the Company and shall devote his best efforts and his full business time and attention to the business and affairs of the Company and its subsidiaries and, in particular, all aspects of the promotion and production of events (the “Covered Events”) in the Subject Market and such other aspects of the operations of the Business as the President and/or the Board may from time to time determine.  Employee shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike and efficient manner.  During the Employment Period, Employee shall not engage in any other business activities which could reasonably be expected to conflict with Employee’s duties, responsibilities and obligations hereunder.  Except in connection with charitable or civic endeavors, Employee will not serve as a member of the board of directors of any business, other than the Company or any of its subsidiaries, without the prior approval of the Board.  Employee shall also comply with all policies, rules and regulations of the Company as well as all reasonable directives and instructions from the Board.  The Company shall have the right to purchase in Employee’s name a “key man” life insurance policy naming the Company and any of its subsidiaries as the sole beneficiary thereunder and Employee shall cooperate with the Company in obtaining such insurance if the Company elects to purchase such insurance. Notwithstanding anything herein to the contrary, during the Employment Period, Employee may, from time to time upon prior notice to and written consent of the Company, provide contract DJ, music production and remixing services to third parties (“Permitted Outside Services”) provided that the same does not conflict with Employee’s service to the Company hereunder.

ARTICLE II

COMPENSATION

2.1.           Salary.  Commencing on the Effective Date and continuing through the Employment Period, the Company shall pay to Employee a base salary in the amount of $50,000.00 per year (the “Salary”); provided, however, that, the Board may, at its sole discretion, increase, but not decrease, the Salary.  The Salary will be payable by the Company in regular installments in accordance with the Company’s general payroll practices, currently providing for payments on the 1st and 15th days of each month, and shall be subject to customary withholding for income tax, social security and other such taxes.

2.2.           Covered Event Bonuses.  In addition to the Salary, during the Employment Period, Employee shall receive cash bonuses from time to time in an amount equal to twenty percent (20%) of the Net Profits for each Covered Event in the Subject Market (the “Covered Event Bonuses”) and payable not later than twenty (20) days after each Covered Event. For purposes hereof, “Net Profits” shall mean the excess of all revenues received by Company from a Covered Event over all direct costs incurred by Company attributable to the promotion and production, or otherwise directly incurred with respect to the subject Covered Event.  Net Profits for a Covered Event shall be calculated (i) after deducting amounts paid or payable to co-promoters, co-producers, partners or any third parties holding an interest in the profits from the Covered Event, other than Brooke Humphries, and (ii) before deducting (a) any corporate overhead of Company, (b) any Covered Event Bonus attributable to the Covered Event, and (c) amounts paid, or payable, to Brooke Humphries as Consultant Fees under the Advisory Board Consulting Agreement between the Company and Brooke Humphries.

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2.3.           Vacation.  Employee shall be entitled to paid vacation time each year as provided under the Company’s prevailing policy, as such policy may be in effect from time to time, and consistent with that provided to other non-officers of the Company.

2.4.           Additional Benefits.  During the Employment Period, Employee shall be entitled to participate in any employee welfare and health benefit plans provided to salaried employees of the Company which may be established by the Company from time to time for the benefit of other Company employees (collectively “Benefits”).  Employee shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to Benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time.  Nothing herein shall be construed as requiring the Company to establish or continue any particular Benefits in discharge of its obligations under this Agreement.

2.5.           Expenses.  The Company shall reimburse Employee for all reasonable expenses incurred by him for the benefit of the Company in the course of performing his duties under this Agreement that are consistent with the Company’s policies in effect at that time with respect to travel, entertainment and other business expenses; provided that:  (i) such expenditures are of a nature qualifying them as proper deductions on the federal and state income tax returns of the Company; (ii) Employee furnishes to the Company adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such expenditure as an income tax deduction; and (iii) such expenditures otherwise comply with the Company’s requirements with respect to reporting and documentation of such reimbursable expenses.

2.6.           Applicable Withholdings.  The Salary, Covered Event Bonuses, Benefits and any other compensation will be subject to all withholdings and deductions required by law and will be payable in accordance with the Company’s normal periodic payroll practices.

ARTICLE III

TERM AND TERMINATION

3.1.           Duration.  The “Employment Period” shall commence on the Effective Date and shall continue until the first to occur of: (i) Employee’s voluntary termination without or without Good Reason, (ii) Employee’s death or Disability, (iii) termination for Cause pursuant to Section 3.2, or (iv) the third (3rd) anniversary of the Effective Date (at such third anniversary or the end of any applicable extension, the “Expiration”); provided, however, that the Company shall have the right, at its sole discretion and subject to delivery of written notice of intent to extend on or before the then applicable Expiration, to extend the Employment Period  for up to two additional one year periods.

3.2.           Termination for Cause.  Employee may be terminated by the Company at any time for “Cause” by written notice to Employee, setting forth in reasonable detail the nature of the Cause and, in such event, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay Employee, or Employee’s heirs and assigns, his Salary, Covered Event Bonuses and Benefits, and reimbursable expenses owing to Employee through the date of such termination.

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3.3.           Voluntary Termination.  Employee may voluntarily terminate his employment with the Company upon 30 days prior written notice.  In the event such voluntary termination is without Good Reason, the Company shall be released from any and all further obligations under this Agreement, except that, so long as Employee continues to perform his duties in accordance with this Agreement, the Company shall be obligated to pay Employee the Salary, Covered Event Bonuses, Benefits and reimbursable expenses owing to Employee through the date of such termination (such period not to exceed 30 days from the date of notice).

3.4.           Termination due to Death or Disability.  This Agreement shall terminate upon the death of Employee, and Employee may be terminated by reason of “Disability” and, in such event, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay Employee, or Employee’s heirs or estate, his Salary, Covered Event Bonuses, Benefits, including accrued vacation, and reimbursable expenses owing to Employee through the date of such termination.

3.5.           Termination for Good Reason or Without Cause.  In the event of termination of employment prior to Expiration, (i) by the Company without Cause or (ii) by Employee with Good Reason, the Company will pay all of Employee’s reimburseable expenses through the date of such termination and continue to pay Employee’s base Salary until the earlier of the Expiration Date or 12 consecutive months after the date of such termination.

3.6.           Other Rights.  Except as set forth in Article III, all of Employee’s rights to Benefits, Covered Event Bonuses and Salary hereunder (if any) which accrue or become payable after the termination of the Employment Period shall cease upon such termination.  The Company and its Subsidiaries may offset any amounts Employee owes any of them against any amounts the Company owes Employee hereunder; provided that such offset shall occur only upon Employee’s termination of employment with the Company.

3.7.           Obligation to Make Severance Payments.  The Company will be obligated to make the severance payments contemplated in this Article III if Employee has not breached, and only for so long as Employee does not breach, his obligations under Sections IV or V of this Agreement.

3.8.           Withholding.  All amounts payable to Employee as severance hereunder shall be subject to all required withholdings by the Company (including, but not limited to, Section 409A of the Internal Revenue Code).

ARTICLE IV

CONFIDENTIALITY

4.1.           Confidentiality. Employee will hold in confidence and not use to the detriment of the Company or any of its Affiliates, and will cause each of its Affiliates which it controls to hold in confidence and not use to the detriment of the Company or any of its Affiliates, both during the term of this Agreement and for a period of three (3) years after its termination, all Confidential Information (as defined below) with respect to the Business. Without limiting the generality of the foregoing, Employee agrees, covenants and acknowledges that, from and after the Effective Date, Employee will not, and will cause its affiliates which it controls not to, disclose, give, sell, use, or otherwise divulge any Confidential Information.  Notwithstanding the foregoing, Employee may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of Applicable Law, (ii) if the same currently is, or hereafter is, in the public domain through no fault of Employee, or (iii) if the same is later acquired by Employee from another source and Employee is not aware that such source is under an obligation to another Person to keep such information confidential. If Employee or any of its Affiliates (the “Disclosing Party”) are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the Disclosing Party shall provide Company with prompt written notice of any such request or requirement so that Company may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section. If, in the absence of a protective order or other remedy or the receipt of a waiver by Company, the Disclosing Party nonetheless, based on the advice of counsel, is required to disclose such information to any tribunal, the Disclosing Party, without liability hereunder, may disclose that portion of such information which such counsel advises the Disclosing Party it is legally required to disclose.

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4.2.           Return of Confidential Information. Upon termination of this Agreement or upon an earlier request of Company, Employee will return or deliver to Company all tangible forms of such Confidential Information in Employee’s possession or control, including but not limited to documents, records or any other material and copies or reproductions thereof.

4.3.           Confidential Information.  For purposes hereof, “Confidential Information” shall mean information that is not generally known to the public and that is used, developed or obtained by Company or any of its subsidiaries in connection with their businesses, including but not limited to (i) customer lists, project or proposal lists and other related information; (ii) business development, growth and other strategic business plans; (iii) accounting and business methods, (iv) services or products and the marketing of such services and products; (v) fees, costs and pricing structures; (vi) designs; (vii) analysis; (viii) drawings, photographs and reports; (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation; (xi) data bases; (xii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice; (xiii) copyrightable works; (xiv) all technology and trade secrets; and (xv) all similar and related information in whatever form.

ARTICLE V

COVENANTS NOT TO COMPETE, SOLICIT OR DISPARAGE

5.1.           Non-Compete. During, and for a period of one year after, the term of this Agreement (the “Time Covenant”), Employee covenants that it shall not, either individually or as a partner, joint venturer, consultant, shareholder, member or representative of another Person or otherwise, directly or indirectly, participate in, engage in, or have a financial or management interest in, or assist any other Person in any business operation or any enterprise if such business operation or enterprise engages, or would engage, in the Business in the Subject Market, provided, however, that the foregoing shall not prohibit Employee from owning up to one percent (1%) of a publicly traded company nor shall it prohibit Employee from providing Permitted Outside Services.

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5.2.           Non-Solicit. During the Time Covenant, Employee shall not, directly or indirectly, whether for its own account or for the account of any Person (other than Company) that is in competition with Company (A) solicit, recruit, hire, engage in any activity that would cause any Person who is as of the Closing Date, or was during the 12 months prior to the Closing Date, employed in the Business to violate any agreement with Company, endeavor to entice away any such Person from Company, interfere with the relationship of Company with such Person or induce any such Person to reject any employment offer by Company or (B) solicit, entice or induce any Person who is, or was a Customer or Supplier to (i) become a Customer or Supplier of any other Person engaged in any business activity that competes with the Business, (ii) cease doing business with Company or (iii) otherwise interfere with the relationship of Company with any such person, team, Customer or Supplier. For purposes of this Section 5.2, a “Customer” means any Person which has been during the 12-month period prior to the Closing Date a customer of the Business or shall have been contacted by Employee in the six-month period prior to the Closing Date for the purpose of soliciting it to become a customer of the Business; and a “Supplier” means any Person which has been during the 12-month period prior to the Closing Date a supplier or vendor of the Business.

5.3.           Non-Disparage. Employee covenants that it will not, directly or indirectly, in any capacity whatsoever, make any statement, written or oral, or perform any other act or omission that is intended to be materially detrimental to the goodwill of the Business, except as compelled by judicial or administrative process.

5.4.           Enforceability and Remedies. The parties hereby agree that all restrictions and agreements contained in this Article V, including, without limitation, those relating to the Time Covenant, are necessary and fundamental to the protection of the Business and to carry out the purposes of the Purchase Agreement and any objections or reservations to such restrictions or agreements are hereby waived. Employee hereby agrees that the remedy at law for any breach of the provisions of this Article V will be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms.  Accordingly, the parties agree that upon any breach of this Article V, Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened further breach. Nothing in this Agreement shall be deemed to limit Company’s remedies at law or in equity for any breach by Employee of any of the provisions of this Agreement that may be pursued by or made available to Company.

5.5.           Extension of Time Covenant. If, during the Time Covenant, Employee is not in compliance with such restrictions, then Company shall be entitled, among other remedies, to compliance by Employee with the terms of such provisions for an additional number of days that equals the number of days during which such noncompliance occurred.

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ARTICLE VI

DEFINED TERMS

6.1.           Definitions. For purposes of this Agreement, the following terms will have the following meanings:

“Cause” means, with respect to Employee, the occurrence of one or more of the following events:

(a)           Breach of any provision of this Employment Agreement by Employee, which breach has not been cured by Employee after having been given 30 calendar days notice of such breach;

(b)           Willful neglect or refusal to perform the duties assigned to Employee under or pursuant to this Employment Agreement, which neglect or refusal has not been cured by Employee after having been given 30 calendar days notice of such breach;

(c)           Gross misconduct by Employee as an employee of the Company, including but not limited to, misappropriating funds or property of the Company, materially and substantially violating any policy of the Company including violating any material policy set forth in the Company’s employee handbook or manuals; any attempt to obtain any personal profit from any transaction in which Employee has an interest that is adverse to the Company or any breach of the duty of loyalty and fidelity to the Company; or any other act or omission of Employee which substantially impairs the Company’s ability to conduct its ordinary business in its usual manner;

(d)           Conviction for a felony or plea of guilty or nolo contendre to a felony;

(e)           Acts of dishonesty or moral turpitude by Employee that are detrimental to the Company or that cause the Company to be in violation of governmental regulations that subject the Company either to material sanctions by governmental authority or to material civil liability to its employees or third parties;

(f)           Disclosure or use of confidential information of the Company, other than as authorized by the Company and required in the performance of Employee’s duties; or

(g)           Employee reports to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company or any of its Subsidiaries or Affiliates public disgrace, disrepute or economic harm.

“Disability” means the reasonable, good faith determination by an independent physician selected in good faith by the Board and Employee that, due to a mental or physical impairment or disability, Employee has been incapable or unable, even with reasonable accommodations, to fully perform the material duties performed by Employee for the Company or its Subsidiaries immediately prior to such disability for a period of at least one hundred eighty (180) consecutive days.

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“Good Reason” means the occurrence, without the prior written consent of Employee, of any one of the following events: (a) the transfer of Employee to a principal work location outside of the Subject Market, or (b) a reduction in Employee’s annual salary.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.  For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries.

6.2.           Other Definitional Provisions.

(a)           For purposes of this Agreement, employment by the Company means employment by the Company or any of its Subsidiaries.

(b)           Section references contained in this Agreement are references to sections in this Agreement, unless otherwise specified.  Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.  Each gender-specific term used in this Agreement has a comparable meaning whether used in a masculine, feminine or gender-neutral form.

(c)           Whenever the term “including” (whether or not that term is followed by the phrase “but not limited to” or “without limitation” or words of similar effect) is used in this Agreement in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or an exclusive listing of, the items within that classification.

(d)           All capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings set forth in the Purchase Agreement.

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ARTICLE VII

MISCELLANEOUS

7.1.           Dispute Resolution.

(a)           Except with respect to disputes and claims under Articles IV and V hereof (which the parties hereto may pursue in any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified below), any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association.  There shall be one arbitrator who shall be appointed by the respective parties or, failing agreement, by the American Arbitration Association in Dallas County, Texas.  The arbitration shall be held in Dallas County, Texas, and the arbitrator shall apply the substantive law of Texas, except that the interpretation and enforcement of this arbitration provision shall be governed by the United States Arbitration Act.  Disputes about arbitration procedure shall be resolved by the arbitrator or failing agreement, by the American Arbitration Association in Dallas County, Texas.  Except as provided in Section 5.4, the award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator.  The parties further agree that, unless otherwise determined by the arbitrator, (x) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise required by applicable law) and (y) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided that nothing herein shall be interpreted to preclude the arbitrator from allocating the costs and expenses of the parties and of such proceeding among the parties in any manner that the arbitrator may lawfully determine to do so.  Each party hereto hereby irrevocably submits to the jurisdiction of the State District Courts sitting in Dallas County, Texas and the United States District Court for the Northern District of Texas, and agrees that such courts shall be the exclusive forums for the enforcement of any such final judgment, award or determination of the arbitration.  Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum.  Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the arbitration.

(b)           Notwithstanding the foregoing, prior to any party hereto instituting any arbitration proceeding hereunder to resolve any claim, such party first shall submit the claim to a mediation proceeding between the parties hereto which shall be governed by the prevailing procedures of the Federal Mediation and Conciliation Service and shall be conducted in Dallas County, Texas.  If the parties hereto have not agreed in writing to a resolution of the claim pursuant to the mediation within 45 days after the commencement thereof of if any party refuses to participate in the mediation process, then the claim may be submitted to arbitration under Section 7.1(a) above.  Unless otherwise determined by the mediator, each party hereto shall bear its own costs and expenses incurred in connection with the mediation, and all costs and expenses of the mediation proceeding shall be borne equally by the parties hereto; provided that nothing herein shall be interpreted to preclude the mediator from allocating the costs and expenses of the parties and of such proceeding among the parties in any manner that the arbitrator may lawfully determine to do so.

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7.2.           Notices.  Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: (a) regular, overnight or registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight courier service, to the parties at the following addresses or facsimile numbers:

(i) if to Employee, to:   Jeremy Word 2311 Barberry Dr. Dallas, Texas 75211

(ii) if to Company, to:   NightCulture, Inc. 6400 Richmond Houston, Texas 77057 Attn:  Michael Long Facsimile Number: (281) 605-1333

or at such other address or number as shall be designated by either of the parties in a notice to the other party given in accordance with this Section 7.2.  Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (B) in the case of a notice delivered by hand, when personally delivered; (C) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (D) in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.

7.3.           Amendment and Waiver.  The provisions of this Agreement may be amended or waived only with the prior written consent of Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

7.4.           Construction.  The language of this Agreement will be construed simply and according to its fair meaning, and will not be construed for or against any Party hereto as a result of the source of its draftsmanship.

7.5.           Complete Agreement.  This Agreement embodies the complete agreement and understanding among the parties with regard to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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7.6.           Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of and be enforceable by Company, Employee, and their respective heirs, successors and assigns; provided, however, neither party may assign its respective rights or delegate its obligations hereunder without the prior written consent of the other party.

7.7.           Choice of Law.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the State of Texas without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

7.8.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law.  If, however, any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable by any court of competent jurisdiction, this Agreement shall be considered divisible and inoperative as to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable by any court of competent jurisdiction, such illegal, invalid or unenforceable provision shall be replaced with a provision that is legal, valid and enforceable and that will achieve, to the greatest extent possible, the economic, business and other purposes of such invalid or unenforceable provision.  Further, should any provision contained in this Agreement ever be reformed or rewritten by any judicial body of competent jurisdiction, such provision as so reformed or rewritten shall be binding upon all parties hereto.

7.9.           Remedies.  Subject to the provisions of Section 5.4, each party will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  Nothing herein shall prohibit any arbitrator or judicial authority from awarding attorneys’ fees or costs to a prevailing party in any arbitration or other proceeding to the extent that such arbitrator or authority may lawfully do so.  The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, notwithstanding the provisions of Section 5.4, any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

7.10.         Third Party Beneficiaries.  This Agreement will not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns.

7.11.         Employee’s Representations.  Employee hereby represents and warrants to Company that the execution, delivery and performance of this Agreement by Employee do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which it is bound, Employee is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other Person and upon the execution and delivery of this Agreement by Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms.

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7.12.         Facsimiles and Counterparts.  Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original.  At the request of either party, the other party shall reexecute an original of this document and deliver it to the requesting party.  This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.  No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

	“EMPLOYEE”
	/s/ Jeremy Word
	JEREMY WORD
	“COMPANY”
	NIGHTCULTURE, INC.
By:	/s/ Michael Long
	Michael Long
	President

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EX-10.6

EXHIBIT 10.6

Advisory Board Consulting Agreement

THIS ADVISORY BOARD CONSULTING AGREEMENT (this “Agreement”) is made effective as of September 13, 2012 (the “Effective Date”), by and between BROOKE HUMPHRIES (“Consultant”), and NIGHTCULTURE, INC., a Nevada corporation (“Company”).

WHEREAS, Consultant and the Company are party to that certain Asset Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company agreed to purchase, and Consultant agreed to sell (the “Acquisition”), substantially all of the assets used, or usable in an event promotion business operated by Consultant and Jeremy Word under the name “Full Access and Prototype Industries” (the “Business”) in Dallas County, Texas and each county adjoining Dallas County (the “Subject Market”); and

WHEREAS, pursuant to the terms of the Purchase Agreement, and as a condition to closing of the purchase and sale contemplated in the Purchase Agreement, the Company and Consultant agreed to enter into a consulting agreement pursuant to which Consultant would provide services to the Company as an advisory director and provide consulting services in connection with events promoted and produced by the Company in the Subject Market in order to preserve the value of the Business following closing of the purchase and sale contemplated in the Purchase Agreement.

NOW, THEREFORE, in consideration of the recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DESCRIPTION AND NATURE OF SERVICES

1.1.           Description of Services. On the terms and subject to the conditions set forth herein, Company hereby retains Consultant as a member of the Advisory Board of, and a consultant to, the Company, and Consultant hereby agrees to:

 (a)           Act as a member of the Company’s Advisory Board and attend periodic meetings of the Company’s Advisory Board (the “Advisory Board Service”); and

 (b)           Provide services with respect to the promotion and production of events by the Company in the Subject Market (each such event being a “Covered Event”); including oversight of all phases of promotion and production of each Covered Event (such services being the “Consulting Services”).

1.2.           Nature of Services. Consultant’s relationship with the Company shall be that of an independent contractor and not that of an employee. Accordingly, Consultant will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Consultant for taxes, which shall be solely Consultant’s responsibility. Consultant shall have no authority to enter into contracts which bind the Company or create obligations on the part of the Company.

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1.3.           Additional Services and Consideration.  Nothing herein shall preclude Company and Consultant from entering into separate agreements to provide services in addition to those described in Section 1.1 above.  In the event that additional services are provided, the parties shall negotiate consideration for such services separate and apart from the consideration described in Article II and such other terms and conditions as may be agreed to which shall in no way alter or terminate the rights and responsibilities of the parties under this Agreement.

ARTICLE II

COMPENSATION

2.1.           Consultant Fee. As full consideration for the Advisory Board Service and the Consulting Services provided hereunder, Company will, not later than twenty (20) days after each Covered Event in the Subject Market, pay to the Consultant ten percent (10%) of the Net Profits (as defined below) for each Covered Event (which amount shall be referred to as the “Consultant Fee”).

2.2.           Net Profits Calculation. For purposes hereof, “Net Profits” shall mean the excess of all revenues received by Company from a Covered Event over all direct costs incurred by Company attributable to the promotion and production, or otherwise directly incurred with respect to the subject Covered Event.  Net Profits for a Covered Event shall be calculated (i) after deducting amounts paid or payable to co-promoters, co-producers, partners or any third parties holding an interest in the profits from the Covered Event, other than Jeremy Word, and (ii) before deducting (a) any corporate overhead of Company, (b) any Consultant Fee attributable to the Covered Event, and (c) amounts paid, or payable, to Jeremy Word as Covered Event Bonuses under the Employment Agreement between the Company and Jeremy Word.

ARTICLE III

TERM AND TERMINATION

This Agreement shall become effective as of the Effective Date and shall remain in effect for two (2) years unless extended by the mutual agreement of the parties hereto.

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ARTICLE IV

CONFIDENTIALITY

4.1.           Confidentiality. Consultant will hold in confidence and not use to the detriment of the Company or any of its Affiliates, and will cause each of its Affiliates which it controls to hold in confidence and not use to the detriment of the Company or any of its Affiliates, both during the term of this Agreement and for a period of three (3) years after its termination, all Confidential Information (as defined below) with respect to the Business. Without limiting the generality of the foregoing, Consultant agrees, covenants and acknowledges that, from and after the Effective Date, Consultant will not, and will cause its affiliates which it controls not to, disclose, give, sell, use, or otherwise divulge any Confidential Information.  Notwithstanding the foregoing, Consultant may disclose such information (i) if compelled to disclose the same by judicial or administrative process or by other requirements of Applicable Law, (ii) if the same currently is, or hereafter is, in the public domain through no fault of Consultant, or (iii) if the same is later acquired by Consultant from another source and Consultant is not aware that such source is under an obligation to another Person to keep such information confidential. If Consultant or any of its Affiliates (the “Disclosing Party”) are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any such information, the Disclosing Party shall provide Company with prompt written notice of any such request or requirement so that Company may seek, at its expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section. If, in the absence of a protective order or other remedy or the receipt of a waiver by Company, the Disclosing Party nonetheless, based on the advice of counsel, is required to disclose such information to any tribunal, the Disclosing Party, without liability hereunder, may disclose that portion of such information which such counsel advises the Disclosing Party it is legally required to disclose.

4.2.           Return of Confidential Information. Upon termination of this Agreement or upon an earlier request of Company, Consultant will return or deliver to Company all tangible forms of such Confidential Information in Consultant’s possession or control, including but not limited to documents, records or any other material and copies or reproductions thereof.

4.3.           Confidential Information.  For purposes hereof, “Confidential Information” shall mean information that is not generally known to the public and that is used, developed or obtained by Company or any of its subsidiaries in connection with their businesses, including but not limited to (i) customer lists, project or proposal lists and other related information; (ii) business development, growth and other strategic business plans; (iii) accounting and business methods, (iv) services or products and the marketing of such services and products; (v) fees, costs and pricing structures; (vi) designs; (vii) analysis; (viii) drawings, photographs and reports; (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation; (xi) data bases; (xii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice; (xiii) copyrightable works; (xiv) all technology and trade secrets; and (xv) all similar and related information in whatever form.

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ARTICLE V

COVENANTS NOT TO COMPETE, SOLICIT OR DISPARAGE

5.1.           Non-Compete. During, and for a period of one year after, the term of this Agreement (the “Time Covenant”), Consultant covenants that it shall not, either individually or as a partner, joint venturer, consultant, shareholder, member or representative of another Person or otherwise, directly or indirectly, participate in, engage in, or have a financial or management interest in, or assist any other Person in any business operation or any enterprise if such business operation or enterprise engages, or would engage, in the Business in the Subject Market, provided, however, that the foregoing shall not prohibit Consultant from owning up to one percent (1%) of a publicly traded company.  Notwithstanding anything herein to the contrary, during and following the term of this Agreement, the provisions of this Section 5.1 shall not apply to, or in any way prohibit, the production or promotion of events by Consultant at venues owned, in part or in whole, by Consultant, provided that DJ/Show fees do not exceed $7,500.

5.2.           Non-Solicit. During the Time Covenant, Consultant shall not, directly or indirectly, whether for its own account or for the account of any Person (other than Company) that is in competition with Company (A) solicit, recruit, hire, engage in any activity that would cause any Person who is as of the Closing Date, or was during the 12 months prior to the Closing Date, employed in the Business to violate any agreement with Company, endeavor to entice away any such Person from Company, interfere with the relationship of Company with such Person or induce any such Person to reject any employment offer by Company or (B) solicit, entice or induce any Person who is, or was a Customer or Supplier to (i) become a Customer or Supplier of any other Person engaged in any business activity that competes with the Business, (ii) cease doing business with Company or (iii) otherwise interfere with the relationship of Company with any such person, team, Customer or Supplier. For purposes of this Section 5.2, a “Customer” means any Person which has been during the 12-month period prior to the Closing Date a customer of the Business or shall have been contacted by Consultant in the six-month period prior to the Closing Date for the purpose of soliciting it to become a customer of the Business; and a “Supplier” means any Person which has been during the 12-month period prior to the Closing Date a supplier or vendor of the Business.

5.3.           Non-Disparage. Consultant covenants that it will not, directly or indirectly, in any capacity whatsoever, make any statement, written or oral, or perform any other act or omission that is intended to be materially detrimental to the goodwill of the Business, except as compelled by judicial or administrative process.

5.4.           Enforceability and Remedies. The parties hereby agree that all restrictions and agreements contained in this Article V, including, without limitation, those relating to the Time Covenant, are necessary and fundamental to the protection of the Business and to carry out the purposes of the Purchase Agreement and any objections or reservations to such restrictions or agreements are hereby waived. Consultant hereby agrees that the remedy at law for any breach of the provisions of this Article V will be inadequate, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms.  Accordingly, the parties agree that upon any breach of this Article V, Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened further breach. Nothing in this Agreement shall be deemed to limit Company’s remedies at law or in equity for any breach by Consultant of any of the provisions of this Agreement that may be pursued by or made available to Company.

5.5.           Extension of Time Covenant. If, during the Time Covenant, Consultant is not in compliance with such restrictions, then Company shall be entitled, among other remedies, to compliance by Consultant with the terms of such provisions for an additional number of days that equals the number of days during which such noncompliance occurred.

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ARTICLE VI

MISCELLANEOUS

6.1.           Dispute Resolution.

(a)           Except with respect to disputes and claims under Articles IV and V hereof (which the parties hereto may pursue in any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified below), any controversy or claim arising out of this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association.  There shall be one arbitrator who shall be appointed by the respective parties or, failing agreement, by the American Arbitration Association in Dallas County, Texas.  The arbitration shall be held in Dallas County, Texas, and the arbitrator shall apply the substantive law of Texas, except that the interpretation and enforcement of this arbitration provision shall be governed by the United States Arbitration Act.  Disputes about arbitration procedure shall be resolved by the arbitrator or failing agreement, by the American Arbitration Association in Dallas County, Texas.  Except as provided in Section 5.4, the award of the arbitrator shall be the sole and exclusive remedy of the parties and shall be enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator.  The parties further agree that, unless otherwise determined by the arbitrator, (x) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise required by applicable law) and (y) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided that nothing herein shall be interpreted to preclude the arbitrator from allocating the costs and expenses of the parties and of such proceeding among the parties in any manner that the arbitrator may lawfully determine to do so.  Each party hereto hereby irrevocably submits to the jurisdiction of the State District Courts sitting in Dallas County, Texas and the United States District Court for the Northern District of Texas, and agrees that such courts shall be the exclusive forums for the enforcement of any such final judgment, award or determination of the arbitration.  Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the grounds of personal jurisdiction, venue or inconvenience of the forum.  Each party hereto further agrees that each other party hereto may initiate litigation in any court of competent jurisdiction to execute any judicial judgment enforcing or not enforcing any award, judgment or determination of the arbitration.

(b)           Notwithstanding the foregoing, prior to any party hereto instituting any arbitration proceeding hereunder to resolve any claim, such party first shall submit the claim to a mediation proceeding between the parties hereto which shall be governed by the prevailing procedures of the Federal Mediation and Conciliation Service and shall be conducted in Dallas County, Texas.  If the parties hereto have not agreed in writing to a resolution of the claim pursuant to the mediation within 45 days after the commencement thereof of if any party refuses to participate in the mediation process, then the claim may be submitted to arbitration under Section 6.1(a) above.  Unless otherwise determined by the mediator, each party hereto shall bear its own costs and expenses incurred in connection with the mediation, and all costs and expenses of the mediation proceeding shall be borne equally by the parties hereto; provided that nothing herein shall be interpreted to preclude the mediator from allocating the costs and expenses of the parties and of such proceeding among the parties in any manner that the arbitrator may lawfully determine to do so.

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6.2.           Notices.  Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: (a) regular, overnight or registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight courier service, to the parties at the following addresses or facsimile numbers:

(i)	if to Consultant, to:
	Brooke Humphries
	6934 Tokalon Drive
	Dallas, Texas  75214-3828
	Roger Albright
	Law Offices of Roger Albright
	3301 Elm Street
	Dallas, Texas  75226-2562
	Facsimile Number: (214) 939-9229
(ii)	if to Company, to:
	NightCulture, Inc.
	6400 Richmond
	Houston, Texas 77057
	Attn:  Michael Long
	Facsimile Number: (281) 605-1333

or at such other address or number as shall be designated by either of the parties in a notice to the other party given in accordance with this Section 6.2.  Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (B) in the case of a notice delivered by hand, when personally delivered; (C) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (D) in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.

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6.3.           Amendment and Waiver.  The provisions of this Agreement may be amended or waived only with the prior written consent of Company and Consultant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

6.4.           Construction.  The language of this Agreement will be construed simply and according to its fair meaning, and will not be construed for or against any Party hereto as a result of the source of its draftsmanship. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.

6.5.           Complete Agreement.  This Agreement embodies the complete agreement and understanding among the parties with regard to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

6.6.           Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of and be enforceable by Company, Consultant, and their respective heirs, successors and assigns; provided, however, neither party may assign its respective rights or delegate its obligations hereunder without the prior written consent of the other party.

6.7.           Choice of Law.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the State of Texas without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.

6.8.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law.  If, however, any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable by any court of competent jurisdiction, this Agreement shall be considered divisible and inoperative as to such provision to the extent it is deemed to be illegal, invalid or unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision of this Agreement is deemed or held to be illegal, invalid or unenforceable by any court of competent jurisdiction, such illegal, invalid or unenforceable provision shall be replaced with a provision that is legal, valid and enforceable and that will achieve, to the greatest extent possible, the economic, business and other purposes of such invalid or unenforceable provision.  Further, should any provision contained in this Agreement ever be reformed or rewritten by any judicial body of competent jurisdiction, such provision as so reformed or rewritten shall be binding upon all parties hereto.

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6.9.           Remedies.  Subject to the provisions of Section 5.4, each party will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  Nothing herein shall prohibit any arbitrator or judicial authority from awarding attorneys’ fees or costs to a prevailing party in any arbitration or other proceeding to the extent that such arbitrator or authority may lawfully do so.  The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, notwithstanding the provisions of Section 5.4, any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

6.10.         Third Party Beneficiaries.  This Agreement will not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns.

6.11.         Consultant’s Representations.  Consultant hereby represents and warrants to Company that the execution, delivery and performance of this Agreement by Consultant do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Consultant is a party or by which it is bound, Consultant is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other Person and upon the execution and delivery of this Agreement by Company, this Agreement shall be the valid and binding obligation of Consultant, enforceable in accordance with its terms.

6.12.         Facsimiles and Counterparts.  Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original.  At the request of either party, the other party shall reexecute an original of this document and deliver it to the requesting party.  This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.  No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.

“CONSULTANT”
By:	/s/ Brooke Humphries
	BROOKE HUMPHRIES
“COMPANY”
NIGHTCULTURE, INC.
By:	/s/ Michael Long
	Michael Long
	President

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