ex10-3.htm


    Exhibit
      10.3

     

     

    REPURCHASE
      RIGHTS
      AGREEMENT

    


    THIS
      REPURCHASE RIGHTS AGREEMENT (the
“Agreement”) is effective as of the 17th day of January 2008, by and between
      WinSonic Digital Media Group, Ltd., a Nevada corporation (“WinSonic”), and
      Rosemary Nguyen, a California resident (“Nguyen”).

     

    W
      I T N E S S E T H:

    


    WHEREAS,
      pursuant to that
      certain Settlement Agreement and General Release Agreement (the “Settlement
      Agreement”) of even date herewith, WinSonic has issued an aggregate of 1,996,521
      restricted shares (the “Settlement Shares”) of WinSonic’s common stock, par
      value $0.001 per share (the “Common Stock”);

    


    WHEREAS,
      the parties desire to
      set forth certain understandings regarding the grant by Nguyen to WinSonic
      of
      certain repurchase rights with respect to WinSonic’s Common Stock;

    


    WHEREAS,
it
      is a condition to
      the effectiveness of the Settlement Agreement that the parties enter into this
      Agreement;

    


    NOW,
      THEREFORE, in
      consideration of the mutual promises, representations, agreements and warranties
      contained herein and in the Settlement Agreement, and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, agree as
      follows:

    


    1.           
      Repurchase Rights
      Regarding Common Stock.

    


    a.           
      Subject to Section 1(b) below, WinSonic shall have the right to repurchase
      (the
“Repurchase Right”) that number of shares of Common Stock (in whole, but not in
      part) set forth next to each period and during each of the periods specified
      below (each, a “Repurchase Period”), for a purchase price of 60% of the Share
      Price as set forth in the Settlement Agreement  per share (the
“Repurchase Price”), in accordance with the terms and conditions specified
      herein (for the avoidance of doubt, the Repurchase Price is a fixed amount
      which
      is the same amount used to calculate the number of Settlement Shares issued
      pursuant to the Settlement Agreement, and regardless of the actual trading
      price
      of the Common Stock at the time any Repurchase Right is exercised or forfeited
      which Repurchase Price shall henceforth only be adjusted, if at all, to account
      for
      stock splits, reverse stock splits or other corporate actions having a similar
      effect, e.g., if the
      split shall be 1 new share for 2 old shares, then the Repurchase Price would
      be
      doubled.):

    


    
      	
              Period

            	
              Number
                of
                Shares

            
	
              a.  From
                the date hereof through February 15, 2008

            	
              51,547

            
	
              b.  From
                February 16, 2008 through March 15, 2008

            	
              51,547

            
	
              c.  From
                March 16, 2008 through April 15, 2008

            	
              85,911

            
	
              d.  From
                April 16, 2008 through May 30, 2008*

            	
              1,807,516

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              *           
                This Repurchase Period may be extended for an additional thirty (30)
                days
                if WinSonic makes a cash payment to Nguyen of $15,000 no later than
                May
                30, 2008 along with a notice of intention to extend the last payment
                due
                date.

            


    

    


    b.           
      If during any Repurchase Period, WinSonic is in possession of any material,
      nonpublic information that prevents it from exercising its Repurchase Rights,
      the applicable Repurchase Period shall be extended until such time as such
      material, nonpublic information shall have been publicly disclosed; providedthat,
      in no event
      will any Repurchase Period be extended for more than fifteen (15)
      days.  WinSonic agrees promptly, within forty-eight (48) hours of
      becoming aware of same, to notify Nguyen if it anticipates the need for any
      such
      extension.

    


    2.           
      Repurchase
      Procedures.

    


    a.           
      Before WinSonic shall be entitled to exercise its Repurchase Rights, WinSonic
      shall give written notice to Nguyen, in substantially the form attached hereto
      as Exhibit A
      (the “Repurchase Notice”), at least five business days prior to the effective
      date of each such repurchase (the “Repurchase Date”). WinSonic’s failure to
      provide a Repurchase Notice on or prior to the fifth business day preceding
      the
      expiration of the applicable monthly repurchase period specified in Section
      1
      above (as adjusted) shall, at the election of Nguyen in her sole discretion,
      constitute an irrevocable waiver of WinSonic’s Repurchase Right with respect to
      the number of shares otherwise subject to such Repurchase Right, and Nguyen
      shall have no further obligation to provide such shares to
      WinSonic.

    


    b.           
      Following delivery of a Repurchase Notice pursuant to Section 2(a) hereof,
      (i)
      Nguyen shall tender to WinSonic’s counsel, a stock certificate or certificates
      for the number of shares of Common Stock specified in the Repurchase Notice
      to
      Winsonic on or prior to the Repurchase Date and (ii) promptly upon receipt
      of
      such stock certificate(s) by WinSonic’s counsel, who shall hold such
      certificate(s) until receipt of the Repurchase Price has been confirmed in
      writing by Nguyen, WinSonic shall pay to Nguyen the Repurchase Price for such
      Common Stock by transfer of immediately available funds to a bank account
      designated by Nguyen.  Failure by WinSonic to initiate payment within
      three (3) business days of receipt of such certificate by WinSonic’s counsel
      shall, at the election of Nguyen be deemed an irrevocable waiver of the
      Repurchase Right with respect to such certificate(s) delivered to WinSonic’s
      counsel, and upon written notice to WinSonic and WinSonic’s counsel, WinSonic’s
      counsel shall promptly return such certificate(s) to Nguyen.

    


    c.           
      Ngyuen shall cooperate with WinSonic and provide WinSonic with additional
      documentation or information upon reasonable request in order to enable WinSonic
      to exercise the Repurchase Right granted hereunder.

     

                      3.  
Restrictions
      on Settlement
      Shares.  Without the prior written consent of WinSonic, until
      the expiration of the applicable Repurchase Period, Nguyen agrees not to,
      directly or indirectly, offer, sell, contract to sell, pledge or otherwise
      dispose of (or 

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    enter into any transaction which is designed to, or might
      reasonably be expected to, result in the disposition (whether by actual
      disposition or effective economic disposition due to cash settlement or
      otherwise) by Nguyen or any affiliate of Nguyen or any person in privity with
      the Nguyen or any affiliate of the Nguyen) any of the Settlement Shares subject
      to repurchase by WinSonic in such Repurchase Period. 

     

    4.           
      Notices.  Any
      notice required to be delivered hereunder will be either delivered in person,
      or
      sent to the other Party by (a) postal mail, followed up immediately by email,
      (b) facsimile (electronically confirmed and followed up immediately by postal
      mail), or (c) electronic mail (followed up immediately by postal
      mail).  A notice is considered given when it is
      delivered.  For the purposes of this Agreement, the address of each
      Party shall be:

    


    
      	 	WINSONIC:  	 	 WinSonic
              Digital Media Group, Ltd.
	 	 	 	 101
              Marietta
              Street, Suite 2600
	 	 	 	 Atlanta,
              GA
              30303
	 	 	 	 Attention:  Winston
              D. Johnson
	 	 	 	 Fax:  (404)
              230-5710
	 	 	 	 Email:  winston@winsonic.net
	 	 	 	 
	 	 	 with
              a copy
              to: 	 Paul,
              Hastings, Janofsky & Walker LLP
	 	 	 	 600
              Peachtree
              Street, N.E.
	 	 	 	 Suite
              2400
	 	 	 	 Atlanta,
              GA
              30308
	 	 	 	 Attention:
              K
              Whitner
	 	 	 	 Fax:
              (404)
              685-685-5228
	 	 	 	 Email:
              kwhitner@paulhastings.com
	 	 	 	 
	 	NGUYEN: 	 	 Rosemary
              Nguyen
	 	 	 	 2603
              Main
              Street
	 	 	 	 Suite
              1150
	 	 	 	 Irvine,
              CA
              92614
	 	 	 	 Fax:
              949-260-0116
	 	 	 	 Email:
              rnguyen@icapitalfinance.com
	 	 	 	 
	 	 	 with
              a copy
              to:	 Jeffrey
              S.
              Miles, Esq.
	 	 	 	 PO
              Box
              1001
	 	 	 	 Ojai,
              CA
              93024
	 	 	 	 Fax:
              503-218-8993
	 	 	 	 Email:  jsm1001@aol.com


    

                                                            

                     
4.            Counterparts.  This
      Agreement may be executed in counterparts, all of which shall be considered
      one
      and the same agreement, and shall become effective when all counterparts have
      been signed by each of the parties and delivered to the other
      parties.  A signature delivered by facsimile shall constitute an
      original.


    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    5.           
      Governing
      Law.  This Agreement shall be governed by and construed in
      accordance with the laws of the State of California without regard to principles
      of conflicts of laws.

    


    6.           
      Waivers and
      Amendments.  Any term or provision of this Agreement may be
      waived at any time by the party that is entitled to the benefits thereof, and
      any term or provision of this Agreement may be amended or supplemented at any
      time by the mutual consent of the parties, provided that any waiver of any
      term
      or condition, or any amendment or supplementation of this Agreement, must be
      in
      writing.  A waiver of any breach or failure to enforce any of the
      terms or conditions of this Agreement shall not in any way affect, limit or
      waive a party’s rights thereunder at any time to enforce strict compliance
      thereafter with every term or condition of this Agreement.

    


    7.           
      Entire
      Agreement.  This Agreement (including documents and instruments
      referred to herein) together with the Settlement Agreement constitute the entire
      agreement, and supersedes all other prior agreements and understandings, both
      written and oral, among the parties or any of them, with respect to the subject
      matter hereof.

    


    IN
      WITNESS WHEREOF, the
      undersigned have executed and delivered this Agreement on the date first written
      above.

    


    Nguyen:

    


    


    /s/
      Rosemary
      Nguyen                                                           1/17/08

    Rosemary
      Nguyen                                                                
Date

    In
      her individual
      capacity

    


    


    WinSonic:

    


    
      	
               

            	
              WINSONIC
                DIGITAL MEDIA GROUP, LTD., 
a Nevada corporation
                

            


    

    


    


    By:/s/
      Winston
      Johnson                                                      1/18/08

    Name:   Winston
      Johnson                                                   
Date

    Title:     Chairman
      of the Board and CEO

    


    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      A

    


    


    Repurchase
      Notice

    


    


     Dated:
      _______________________

    


    


    TO:           
      Rosemary Nguyen

    


    WinSonic
      Digital Media Group, Ltd. (the
“Company”) hereby irrevocably elects to exercise its Repurchase Rights pursuant
      to Section 1__ of that certain Repurchase Rights Agreement dated as of
      ________________, 2008 (the “Repurchase Agreement”) as further set forth
      below:

     

    
    

    
      	Shares
              of
              Common
	Stock
              to be
              Repurchased:    
              _________________________________
	 
	Aggregate
              Purchase Price: _________________________________
	 
	Repurchase
              Date:
              _________________________________________


    

     

     

    The
      Company hereby represents that the
      exercise of the Repurchase Rights hereunder is in compliance with the applicable
      provisions of the Nevada corporation law.

     

    WINSONIC
      DIGITAL MEDIA GROUP, LTD., 
a Nevada corporation

    


    


    By:____________________________                                                    
      

    Name:

    Title: