Raditaz LLC acquired Duane Street Corp. (OTCBB:DUSR) in a reverse merger transaction on January 28, 2014. Pursuant to the contribution, all 39.25 million outstanding Raditaz limited liability company membership interests were exchanged for 0.6 million restricted shares of Duane's common stock and outstanding options to purchase 6.5 million restricted common units of Raditaz were exchanged for an aggregate of (i) 81,176 non-statutory stock options to purchase shares of Duane's common stock at an average exercise price of approximately $3.63 per share, and (ii) 19,167 restricted stock awards (of which 13,443 are fully vested and represent 13,443 issued and outstanding shares of Duane's common stock). Raditaz's 5.7 million common units were converted into an aggregate of 34,613 shares of Duane Street, Raditaz's 3.1 million series A preferred units were converted into an aggregate of 78,728 shares of Duane Street; Raditaz's 1.5 million series AA preferred units were converted into an aggregate of 41,573 shares of Duane Street, Raditaz's 10.1 million series AAA preferred units were converted into an aggregate of 0.16 million shares of our Duane Street; Raditaz's 3.95 million series AAAA Preferred units were converted into an aggregate of 61,686 shares of Duane Street; and Raditaz's 14.76 million series A5 preferred units were converted into an aggregate of 0.23 million shares of Duane Street. Duane completed an alternative public offering with a simultaneous $4.08 million in private placement offering. Duane Street would now be known as CÜR Media, Inc.

The agreement shall be automatically terminated if the closing date shall not have occurred by January 31, 2014. The transaction is subject to execution of escrow agreement, due diligence, Raditaz's and Duane Street's Board and shareholder approval, third party consents, each of Tom Brophy, entry into employment or consulting agreements by John Lack and such other employees as are designated by Raditaz, appointment of Tom Brophy, John Lack, and Robert Jamieson on the Board of Directors Duane Street, lock up agreements, delivery of audited and interim unaudited financial statements of Raditaz, the total number of shares of Duane Street's common stock issued and outstanding immediately after the closing being equal 0.256 million (pre-split) shares and Tom Brophy being appointed as Duane Street's President, Chief Executive Officer, Treasurer and Chief Financial Officer, and John Lack being appointed as Duane Street's Secretary.

Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor for Raditaz and Scott Rapfogel of Gottbetter & Partners, LLP acted as legal advisor for Duane Street.

Raditaz LLC completed the acquisition of Duane Street Corp. (OTCBB:DUSR) in a reverse merger transaction on January 28, 2014.