Exhibit 10.2


 


INVESTMENT
AGREEMENT


This Investment Agreement
(this “Agreement”) is made and entered into as of July 24, 2007 (the “Effective
Date”), by and between Fairground Media, LLC, a Colorado limited liability
company (the “Company”) and Waveland Colorado Ventures, LLC, a Colorado
limited liability company and Colorado Certified Capital Company (the “Investor”).  Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Company’s Operating
Agreement dated January 16, 2007 (the “Operating Agreement”).


For good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follows:


1.             Terms of
Purchase.


 


                1.1           Purchase and Sale of Membership
Interest.


 


(a)           As of the Effective
Date, subject to the prior or simultaneous satisfaction of the conditions
stated in Section 1.1(c) below, (i) the Company shall issue and sell to the
Investor, and the Investor shall purchase from the Company, a limited liability
company membership interest with a Sharing Ratio of 24.6889% (the “Membership
Interest”) for an aggregate purchase price of $375,000 (the “ Purchase
Price”); and (ii) the Investor is hereby admitted as a member of the
Company (the “ Closing”).


(b)            On the Effective
Date, (i) the Investor shall pay the Purchase Price by wire transfer of
immediately available funds to an account designated by the Company, (ii) the
Investor shall execute and deliver counterparts of the Operating Agreement of
the Company (as amended) in the form attached as Exhibit 1.1(b)(ii) (the
“Amended Operating Agreement”), (iii) the Investor and the Company shall
execute and deliver counterparts of the Investor Rights Agreement in the form
attached as Exhibit 1.1(b)(iii) (the “Investor Rights Agreement”);
and (iv) the Company shall transfer at least $75,000 of the proceeds of the
Purchase Price into the segregated account which Investor has established
pursuant to the terms of the Investor Rights Agreement and from which
disbursements shall be made solely for the purpose of funding Company
registration expenses until such time as all such expenses have been paid in
full, at which time any surplus shall be made available to the Company for
general working capital purposes.


(c)           The
obligations of the Company and the Investor to consummate the transactions
contemplated by this Section 1.1 are subject to the satisfaction of the
following conditions:


 


                                                (i)            Representations and Warranties
True; Performance of Obligations. 
The representations and warranties made by the Company in Section 2
hereof shall be true and correct, and the Company shall have performed all
obligations and conditions herein required to be performed or observed by it on
or prior to the Closing.


                                                (ii)           Consents, Permits, and Waivers.  The Company shall have obtained any and all
consents, permits and waivers necessary or appropriate for consummation of the
transactions contemplated by this Agreement and the Investor Rights Agreement.

















 


 


                                                (iii)          Authorization of Additional Capital
Contributions.  The issuance of the
Membership Interest and the acceptance of the Purchase Price as an additional
capital contribution shall have been duly authorized by the Manager of the
Company pursuant to Section 3.2(C) of the Operating Agreement and the Company
shall deliver to the Investor a Certificate of the Manager of the Company
attesting as to (i) the signatures and titles of the officers of the Company
executing this Agreement or any of the other agreements to be executed and
delivered by the Company at the Closing; and (ii) resolutions of the Members or
Manager of the Company, authorizing and approving all matters in connection
with this Agreement and the transactions contemplated hereby.


                                                (iv)          Operating Agreement.  The members of the Company other than the
Investor shall have executed and delivered the Amended Operating Agreement.


                                                (v)           Investor Rights Agreement.  The and the Original Members (as defined
below) shall have executed and delivered the Investor Rights Agreement.


                                                (vi)          Share Exchange Agreement.  Each of the Original Members shall have
executed and delivered the Agreement Concerning the Exchange of Securities by
and among Mauna Kea Enterprises, Inc., a Colorado corporation (“MK”),
the Company, the Original Members and the Investor (the “Share Exchange Agreement”),
providing for the exchange of 100% of the membership interest of the Company
for 8,100,000 shares of common stock of MK;


                                                (vii)
        Nondisclosure and Assignment of
Inventions Agreements.   Each
employee of the Company shall have executed and delivered a Nondisclosure and
Assignment of Inventions Agreement the in the form attached hereto as Exhibit
1.1(c)(vii); and


                                                (viii)        Warrant.  MK shall have issued Investor a warrant to
purchase up to 1,000,000 shares of Common Stock of MK, in the form attached
hereto as Exhibit 1.1(c)(viii).


1.2           Terms of the Membership Interest.  The Membership Interest is issued in
accordance with and subject to the terms of the Amended Operating Agreement and
shall have the rights designated in the Amended Operating Agreement and, to the
extent applicable, the Investor Rights Agreement.


 


1.3           Use of Proceeds. 
The Company will use the proceeds from the sale of the Membership
Interest to support website development and business development expenses, and
for general working capital purposes. 
Notwithstanding the above, up to $30,000 of the proceeds from the sale
of the Membership Interest may be used to repay loans payable to the Manager of
the Company.


 


2.             Representations
and Warranties of the Company.  In
order to induce the Investor to enter into the Agreement, the Company
represents and warrants to the Investor that:


 


(a)           The
Company has been duly formed and is validly existing as a limited liability
company and is in good standing under the laws of Colorado.  The Company is qualified to do business in
each jurisdiction in which such qualification is required.  The Company has all requisite organizational
power and authority to conduct its business as currently conducted and


 


 


2

















 


to
enter into, execute, deliver and perform all of its duties and obligations
under this Agreement and all related instruments and agreements executed in
connection herewith.


(b)           This Agreement is the valid and
binding obligation of the Company, enforceable in accordance with its terms,
except as the enforcement may be limited by bankruptcy and other laws of
general application relating to creditor’s rights or general principles of
equity.  The execution, delivery and
performance of this Agreement and the issuance of the Membership Interest have
been duly authorized by all necessary action on the part of the Company.  No consent, approval or authorization of, or
designation, declaration or filing with, any governmental authority or other
person is required to be obtained in connection with the execution, delivery
and performance of this Agreement or the issuance of the Membership Interest.


(c)           The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby do not and will not: 
(i) conflict with or result in any default under any contract,
obligation or commitment of the Company or any provision of the Company’s
Articles of Organization or the Operating Agreement; (ii) result in the
creation of any lien, charge or encumbrance of any nature upon any of the
properties or assets of the Company; or (iii) violate any instrument,
agreement, judgment, decree or order, or any statute, rule or regulation of any
federal, state or local government or agency, applicable to the Company or to
which the Company is a party.


(d)           Immediately prior to the consummation
of the transactions contemplated by this Agreement, the members of the Company
are Mark Kreloff, Andrew Brandt, Dave Rogers, Bret Orton, Luke Miller and Kevin
Kerndt (collectively, the “Original Members”), having made, in the aggregate,
capital contributions in the amount of $10,050. 
Upon consummation of the transactions contemplated by Section 1.1,
including satisfaction of the conditions stated in Section 1.1(c), the Investor
and the Original Members are all of the members of the Company and their
respective ownership interests in the Company are set forth in Exhibit A of the
Amended Operating Agreement.  There are
no outstanding warrants, options, preemptive rights, or other rights to acquire
or cause the Company to issue any Membership Interests or admit any other
person as a Member of the Company. 
Except as provided in the Investor Rights Agreement, the Company is not
under any obligation, and has not granted any rights, to register any of the
Company’s outstanding securities or any of its securities that hereafter may be
issued by the Company.


(e)           The Company has no subsidiaries and
does not own or control, directly or indirectly, any shares of capital stock of
any other corporation or any interest in any partnership, limited liability
company, joint venture or other non-corporate business enterprise.


(f)             The conduct by the Company of its activities as
currently conducted does not violate or infringe in any material respect any
applicable statute, rule, regulation, order or restriction of any domestic or
foreign government or any instrumentality or agency thereof, and the Company
has received no notice of any violation by the Company of any applicable statute,
rule, regulation or restriction.  The
Company has all franchises, permits, licenses and any similar authority
necessary for the conduct of its business as now being conducted by it.  The Company is not in default under any of
such franchises, permits, licenses or other similar authority.


 


3

















 


(g)           Schedule 2(g) lists all
material agreements to which the Company is a party or by which it is bound (“Material
Contracts”), copies of which have been provided by the Company to the
Investor.  There has not occurred any
material breach or default of any obligations under any Material Contracts (or
any event that, with the passage of time or giving of notice, or both, could become
a breach or default) of the Company or, to the Company’s knowledge, any other
party thereto, nor has any party given notice to the Company of its intention
nor, to the knowledge of the Company, except as disclosed on Schedule 2(g)
does any such party otherwise intend, to terminate or cancel any Material
Contract.


(h)           There is no action, suit, or
proceeding pending against, or to the Company’s knowledge, threatened against
or affecting the Company or any member of the Company before any court, any
arbitrator, or any governmental department, agency, official or
instrumentality.  There is no litigation
pending, or, to the best of the Company’s knowledge, any basis therefor or
threat thereof, against the Company, any of the Members, or any of its
employees by reason of the past employment relationships of any of the Members
or employees, the proposed activities of the Company, or negotiations by the
Company with possible investors in the Company. 
The Company is not subject to any outstanding judgment, order or decree.


(i)            For purposes of this Section 2(i),
the term “Intellectual Property” shall mean all: (A) patents, patent
applications, patent disclosures and all related continuation,
continuation-in-part, divisional, reissue, reexamination, utility model,
certificate of invention and design patents, patent applications, registrations
and applications for registrations; (B) trademarks, service marks, trade dress,
Internet domain names, logos, trade names and corporate names and registrations
and applications for registration thereof; (C) copyrights and registrations and
applications for registration thereof; (D) mask works and registrations and
applications for registration thereof; (E) computer software, data and
documentation; (F) inventions, trade secrets and confidential business
information, whether patentable or nonpatentable and whether or not reduced to
practice, know-how, manufacturing and product processes and techniques,
research and development information, copyrightable works, financial, marketing
and business data, pricing and cost information, business and marketing plans
and customer and supplier lists and information; (G) other proprietary rights
relating to any of the foregoing (including remedies against infringements
thereof and rights of protection of interest therein under the laws of all
jurisdictions); and (H) copies and tangible embodiments thereof.


(i)
           Schedule 2(i)(i) lists each
patent, patent application, copyright registration or application therefor,
mask work registration or application therefor, and trademark, service mark and
domain name registration or application therefor of the Company.


                (ii)           The Company owns or has the right to use all Intellectual
Property necessary to conduct its business as presently conducted and proposed.
The Company has taken all reasonable measures to protect the proprietary nature
of each item of Company Intellectual Property, and to maintain in confidence
all trade secrets and confidential information, that it owns or uses.  No other person or entity has any rights to
any of the Intellectual Property owned by the Company, and, to the best of the
Company’s knowledge, no other person or entity is infringing, violating or
misappropriating any of the Company Intellectual Property.


 


4

















 


                (iii)          None of the Company’s products or services, or the
marketing, distribution, provision or use thereof, infringes or violates, or
constitutes a misappropriation of, any Intellectual Property rights of any
person or entity, and, to the best of the Company’s knowledge,  neither the provision or use of any Company
product or service currently under development by the Company will, when such
are commercially released by the Company, infringe or violate, or constitute a
misappropriation of, any Intellectual Property rights of any person or entity
that exist today.  Schedule 2(i)(iii)
lists any complaint, claim or notice, or written threat thereof, received by
the Company alleging any such infringement, violation or misappropriation; and
the Company has provided to the Investor complete and accurate copies of all
written documentation in the possession of the Company relating to any such
complaint, claim, notice or threat. The Company has provided to the Investor
complete and accurate copies of all written documentation in the Company’s
possession relating to claims or disputes known to the Company concerning any
Company Intellectual Property.


                (iv)          The Company has not agreed to indemnify any person or
entity against any infringement, violation or misappropriation of any Intellectual
Property rights with respect to any Company Intellectual Property.


                (v)           Schedule 2(i)(v) identifies each item of Company
Intellectual Property that is owned by a party other than the Company, and the
license or agreement pursuant to which the Company uses it (excluding off the
shelf software programs licensed by the Company pursuant to “shrink wrap” or “click
through” licenses).


                (vi)          The Company has not disclosed the source code for any
software developed by it, or other confidential information constituting,
embodied in or pertaining to such software, to any person or entity, and the
Company has taken reasonable measures to prevent disclosure of such source
code.


                (vii)         All of the copyrightable materials incorporated in or
bundled with the Company’s products or services have been created by employees
of the Company within the scope of their employment by the Company or by
independent contractors of the Company who have executed agreements expressly
assigning all right, title and interest in such copyrightable materials to the
Company.  No portion of such
copyrightable materials was jointly developed with any third party.


(j)            The Company qualifies as a “Qualified
Business” as defined in Section 10-3.5-103(11) of the Colorado Certified
Capital Company Act (C.R.S. 10-3.5-101 et. seq.).  The chief place of business from which
Company policies are made and Company orders are issued is 1701 Pearl Street,
Boulder, Colorado.


(k)           Attached as Exhibit 2(k) is a
complete and correct copy of the Company’s unaudited balance sheet as of June
30, 2007 (the “Balance Sheet”). 
The Balance Sheet is in accordance with the books and records of the
Company, and presents fairly the financial condition and position of the
Company as of the date thereof, and there has been no material adverse change
in the financial condition of the Company since such date.


 


5

















 


(l)            Except (i) as described on the Balance Sheet and (ii) for
liabilities incurred since the date of the Balance Sheet in the ordinary course
of business, the Company has no material non-contingent liabilities, and the
Company is not aware of any material contingent liabilities not disclosed on
the Balance Sheet.


 


(m)          Except for the Material Contracts and the Operating Agreement,
there are no agreements, understandings or proposed transactions between the
Company and any of its officers, directors or affiliates, or any affiliate
thereof.


 


(n)           The Company holds marketable title to its properties and
assets free and clear of all mortgages, liens and encumbrances, except such
encumbrances and liens which arise in the ordinary course of business and do
not materially impair the Company’s ownership or use of such property or assets
(“Permitted Encumbrances”).  With respect
to the properties and assets it leases, the Company is in compliance in all
material respects with such leases and, to its knowledge, holds a valid
leasehold interest free of any liens, claims or encumbrances except Permitted
Encumbrances.  All of the Company’s
properties and assets are, in all material respects, in good operating and
usable condition subject to normal wear and tear.


 


(o)           The Company has timely filed all federal, state and local
tax returns and reports within the times and in the manner prescribed by law
and has paid all taxes shown due on such returns, as well as all other
assessments and penalties which have become due and payable.  The Company’s federal income and other tax
returns have not been audited by the Internal Revenue Service or any other
taxing authority and no notice of audit has been received.  The Company has received no notice of any
disputes, deficiency assessments, or proposed adjustments to taxes payable by
the Company.


 


(p)           At least 50% of the Company’s total assets are physically
present in the State of Colorado and at least 50% of the Company’s net income
is allocable or apportionable to Colorado in accordance with Colorado income
tax law.


 


(q)           At least 75% of the Company’s existing total salaries,
wages and/or other compensation are paid to employees located in the State of
Colorado (calculated on a full- time equivalent basis).


 


(r)            The Company is predominantly engaged in the creation and
maintenance of an online community auction business, including the creation and
ownership of all related intellectual property.


 


(s)           The Company business intends to preserve its corporate
headquarters and principal place of business in Colorado for at least three
years after the Closing.


 


(t)            The Company intends to expend at least 80% of the
proceeds of the Purchase Price within the State of Colorado in furtherance of
its business objectives.


 


(u)           The Company (i) has less than $500,000 in total revenues
for the fiscal year immediately preceding the Closing; (ii) prior to the
Closing, has received no investment from a professional venture capital firm
with funds raised from institutional investors; and (iii) 


 


 


6

















 


does not have positive operational cash flow for the fiscal year
immediately preceding the Closing.


 


 


3.             Representation
and Warranties of the Investor.  In
order to induce the Company to enter into this Agreement, the Investor hereby
represents and warrants to the Company that:


 


(a)           The execution of the Agreement has been duly authorized by
all necessary action on the part of such Investor, and this Agreement has been
duly executed and delivered, and constitutes a valid, legal and binding
agreement of the Investor enforceable in accordance with its terms, except as
the enforcement thereof may be limited by bankruptcy and other laws of general
application relating to creditor’s rights or general principles of equity.


(b)           The Investor is acquiring the Membership Interest for its
own account, for investment, and not with a view to “distribution” thereof
within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).  The Investor is an “accredited
investor” as defined under the Securities Act and the regulations promulgated
thereunder.


(c)           The Investor understands that because the Membership
Interest has not been registered under the Securities Act, it cannot dispose of
any portion of its Membership Interest unless it is subsequently registered
under the Securities Act or exemptions from such registration are available.


(d)           The Investor is knowledgeable and experienced in the
making of investments in private enterprises, is able to bear the economic risk
of loss of its investment in the Company, has been granted the opportunity to
investigate the affairs of the Company, and has availed itself of such
opportunity either directly or through its authorized representative.


(e)           The  Investor has
had access to or been supplied with all material information regarding the
Company, its financial condition and historical results of operations, and all
questions concerning the Company have been answered to its satisfaction.


4.             General.


 


4.1           Amendments, Waivers and Consents.  No covenant or other provision hereof or
thereof may be waived otherwise than by a written instrument signed by the
party so waiving such covenant or other provision.  This Agreement may be amended only by written
agreement executed by the Company and the Investor.


4.2           Governing Law; Jurisdiction;
Venue.  This agreement shall be
deemed to be a contract made under, and shall be construed in accordance with,
the laws of the State of Colorado.  The
Company and the Investors hereby agree that the state and federal courts of the
State of Colorado shall have jurisdiction to hear and determine any claims or
disputes between the Investor and the Company pertaining directly or indirectly
to this Agreement.


4.3           Counterparts.  This Agreement may be executed simultaneously
in any number of counterparts, each of which when so executed and delivered
shall be taken to be an original; but such counterparts shall together
constitute but one and the same document.


 


7

















 


4.4           Integration.  This Agreement, including the exhibits,
documents and instruments referred to herein or therein and any other
instruments, documents or agreements executed or delivered herewith on the date
hereof, constitutes the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof.


4.5           Definition of Knowledge.  The Company will be deemed to have “knowledge”
of a particular fact or other matter if any individual who is serving as a
director or full-time employee of the Company has, or at any time had knowledge
of such fact or other matter.  An
individual shall be deemed to have “knowledge” of a particular fact or other
matter if such individual is actually aware of such fact or other matter.


 


4.6           Survival. 
The representations, warranties, covenants and agreements made herein
shall survive any investigation made by the Investor, the execution and
delivery of this Agreement, and the closing of the transactions contemplated
hereby.  All statements as to factual
matters contained in any certificate or other instrument delivered by or on
behalf of the Company pursuant hereto in connection with the transactions
contemplated hereby shall be deemed to be representations and warranties by the
Company hereunder solely as of the date of such certificate or instrument.


 


4.7           Successors and Assigns.  Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of the Membership Interest from time to time.


 


4.8           Severability. 
In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such
invalid, illegal or unenforceable provision shall be reformed to render valid
and enforceable and so as to give effect to the intent manifested by such
provision.


 


4.9           Delays or Omissions.  It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement or the Investor
Rights Agreement shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of or in any similar breach, default or noncompliance
thereafter occurring.  It is further
agreed that any waiver, permit, consent or approval of any kind or character on
either party’s part of any breach, default or noncompliance under this
Agreement or  the Investor Rights
Agreement or any waiver of any provisions or conditions of this Agreement must
be in writing and shall be effective only to the extent specifically set forth
in such writing.  All remedies, either
under this Agreement, the Investor Rights Agreement, the Amended Operating
Agreement, or otherwise afforded to any party, shall be cumulative and not
alternative.


 


4.10         Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified,
(ii) upon delivery by confirmed facsimile transmission if received by the
recipient before 5:00 p.m. local 


 


 


8

















 


time on a business day, and if not, then the
next business day, (iii) upon receipt, if deposited with the United States
Post Office, by registered or certified mail, postage prepaid or (iv) upon
receipt, if delivered by a nationally recognized overnight courier
service.  All communications shall be
sent to the party at the address as set forth on the signature page hereof or
at such other address as the Company or the Investor may designate by ten (10)
days advance written notice to the other party hereto.


 


4.11         Expenses.  The
Company shall reimburse the Investor for their documented out-of-pocket legal
and accounting expenses incurred in connection with the transactions contemplated
by this Agreement, including all expenses incurred in connection with its due
diligence examination of the Company, and the preparation, negotiation and
execution of this Agreement, the Investor Rights Agreement, and the Amended
Operating Agreement, provided, however, that the maximum amount of such
reimbursement obligation shall be $15,000.


 


4.12         Attorneys’ Fees. 
In the event that any dispute among the parties to this Agreement should
result in litigation, the prevailing party in such dispute shall be entitled to
recover from the losing party all fees, costs and expenses of enforcing any
right of such prevailing party under or with respect to this Agreement,
including without limitation, such reasonable fees and expenses of attorneys
and accountants, which shall include, without limitation, all fees, costs and
expenses of appeals.


 


4.13         Titles and Subtitles. 
The titles of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.


 


4.14         Broker’s Fees.  Each party hereto represents and warrants
that no agent, broker, investment banker, person or firm acting on behalf of or
under the authority of such party hereto is or will be entitled to any broker’s
or finder’s fee or any other commission directly or indirectly in connection
with the transactions contemplated herein. 
Each party hereto further agrees to indemnify each other party for any
claims, losses or expenses incurred by such other party as a result of the representation
in this Section 4.14 being untrue.


[End of Text]


 


 


 


9

















 


The parties hereto have
executed this Agreement as of the day and year first above written.


	
   

  	
  WAVELAND COLORADO VENTURES, LLC  

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Chester P. Schwartz

  
	
   

  	
  Name:

  	
  Chester P. Schwartz

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FAIRGROUND MEDIA, LLC

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mark Kreloff

  
	
   

  	
  Name:

  	
  Mark Kreloff

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


 


10

















 


EXHIBIT
2 (k)


 


Fairground Media, LLC d/b/a www.crowdfunder.com


Balance Sheet


As of 7/15/2007


UNAUDITED


 


	
  ASSETS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
  $

  	
  250

  	
   

  
	
  Pre-Paid Legal

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  Pre-Paid Rent

  	
   

  	
  $

  	
  6,000

  	
   

  
	
  Web Site Development

  	
   

  	
  $

  	
  52,860

  	
   

  
	
  Equipment

  	
   

  	
  $

  	
  19,779

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ASSETS

  	
   

  	
  $

  	
  81,889

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LIABILITIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deferred Legal Expenses

  	
   

  	
  $

  	
  2,000

  	
   

  
	
  Note Payable (Kreloff)

  	
   

  	
  $

  	
  29,849

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EQUITY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A Round 

  	
   

  	
  $

  	
  10,050

  	
   

  
	
  A Round In-Kind Contributions

  	
   

  	
  $

  	
  40,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL LIABILITIES PLUS EQUITY

  	
   

  	
  $

  	
  81,889
  

  	
   

  



 

















 


SCHEDULE
OF EXCEPTIONS

OF

FAIRGROUNDS MEDIA, LLC


 


Section 2.1 (a) 


 


None


 


Section 2.1 (b) 


 


None


 


Section 2.1 (c) 


 


None


 


Section 2.1 (d) 


 


None


 


Section 2.1 (e) 


 


None


 


Section 2.1 (f) 


 


None


 


Section 2.1 (g) 


 


None


 


Section 2.1 (h) 


 


None


 


Section 2.1 (i) 


 


The Company owns the domain name www.crowdfunder.com.


 


Section 2.1 (j) 


 


None


 


Section 2.1 (k) 


 


None


 

















 


Section 2.1 (l) 


 


None


 


Section 2.1 (m) 


 


None


 


Section 2.1 (n) 


 


None


 


Section 2.1 (o) 


 


None


 


Section 2.1 (p) 


 


None


 


Section 2.1 (q) 


 


None


 


Section 2.1 (r) 


 


None


 


Section 2.1 (s) 


 


None


 


Section 2.1 (t) 


 


None


 


Section 2.1 (u) 


 


None