Myriad Entertainment & Resorts, Inc. Sample Contracts

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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMONG SYNERGY 2000, INC., AND MER RESORTS, INC., AND MYRIAD GOLF RESORT, INC.
Agreement and Plan of Merger • March 29th, 2004 • Synergy 2000 Inc • Services-computer programming, data processing, etc. • Delaware
ARTICLE II REPRESENTATIONS AND WARRANTIES ------------------------------
Securities Purchase Agreement • May 16th, 2005 • Myriad Entertainment & Resorts, Inc. • Services-computer programming, data processing, etc. • Delaware
REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • May 22nd, 2006 • Myriad Entertainment & Resorts, Inc. • Services-amusement & recreation services • Massachusetts
AMONG
Agreement and Plan of Merger • October 30th, 2001 • Synergy 2000 Inc • Services-computer programming, data processing, etc. • California
ARTICLE I
Securities Purchase Agreement • July 9th, 2004 • Myriad Entertainment & Resorts, Inc. • Services-computer programming, data processing, etc. • Delaware
AMENDED AND RESTATED INVESTMENT AGREEMENT
Investment Agreement • August 11th, 2006 • Myriad Entertainment & Resorts, Inc. • Services-amusement & recreation services • Massachusetts

AMENDED AND RESTATED INVESTMENT AGREEMENT (this "AMENDED AGREEMENT"), dated as of August 3, 2006 by and between Myriad Entertainment & Resorts, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated February 24, 2004,
Agreement and Plan of Merger • March 29th, 2004 • Synergy 2000 Inc • Services-computer programming, data processing, etc. • Delaware
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • July 24th, 2008 • Myriad Entertainment & Resorts, Inc. • Services-amusement & recreation services • Delaware

This Amendment No. 1 to Employment Agreement (the “Agreement”), effective as of July 1st, 2008, is made and entered into by and between Myriad Entertainment and Resorts, Inc. (“Myriad”), a Delaware corporation, and Robert M. Leahy (“Executive”).

SECOND AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE
Myriad Entertainment & Resorts, Inc. • October 2nd, 2007 • Services-amusement & recreation services

This SECOND AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE (hereinafter referred to as Second Amendment ) is made and entered into this the 27th day of September, 2007, by and between JACK DAY PERRY, SR., ELIZABETH BARTON PERRY, JACK DAY PERRY, JR. AND VICKI PERRY MAUNEY (Vicki Perry Mauney is the same person as Vicki Perry Harrell, (hereinafter referred to collectively as Sellers ) and MYRIAD WORLD RESORTS OF TUNICA, LLC, a Mississippi limited liability company, (hereinafter referred to as Purchaser ), collectively referred to as Parties. MYRIAD ENTERTAINMENT AND RESORTS, INC. ( Myriad Entertainment ), CODY HARRELL and JAMES MCCLURE, SR. join in solely and only for the express purposes listed and outlined herein.

Contract
Myriad Entertainment & Resorts, Inc. • November 29th, 2006 • Services-amusement & recreation services

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

RECITALS
Development, License and Proprietary Rights Agreement • January 14th, 2002 • Synergy 2000 Inc • Services-computer programming, data processing, etc. • Illinois
SIXTH MODIFICATION
Myriad Entertainment & Resorts, Inc. • August 22nd, 2007 • Services-amusement & recreation services

FOR AND IN CONSIDERATION of the sum of Ten Thousand Dollars and 00/100 ($10,000.00) has been paid to Seller by check number 1532 of Dulaney Law Firm Trust Account payable to Bettie P. Webb, which is non-refundable, in addition to and not credited against the purchase price, the Parties do hereby agree and contract as follows:

EMPLOYMENT AGREEMENT BETWEEN MYRIAD ENTERTAINMENT AND RESORTS, INC. AND JOHN F. MEESKE
Employment Agreement • August 11th, 2006 • Myriad Entertainment & Resorts, Inc. • Services-amusement & recreation services • Delaware

Pursuant to this Employment Agreement (the "Agreement"), dated January 3, 2006, John F. Meeske ("Executive") and Myriad Entertainment and Resorts, Inc., a Delaware corporation ("Company") of #1000, 10050 112 Street, Edmonton, Alberta, Canada T5K 2J1, hereby agree to the following Executive's Employment Agreement with Company, to read in its entirety as follows:

FIRST AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE
Myriad Entertainment & Resorts, Inc. • September 16th, 2008 • Services-amusement & recreation services

This FIRST AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE (hereinafter referred to as “First Amendment”) is made and entered into this the 15th day of September, 2008, by and between Picture Window, LLC, a Mississippi Limited Liability Company, (hereinafter referred to collectively as “Seller”) and MYRIAD WORLD RESORTS OF TUNICA, LLC, a Mississippi limited liability company, (hereinafter referred to as “Purchaser”), collectively referred to as “Parties”. MYRIAD ENTERTAINMENT AND RESORTS, INC. (“Myriad Entertainment”) and Kenneth M. Murphree, LLC, a Mississippi Limited Liability Company, join in solely and only for the express purpose of consenting to the modifications indicated herein.

First Amendment to Contract FIRST AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE
Myriad Entertainment & Resorts, Inc. • August 9th, 2007 • Services-amusement & recreation services

This FIRST AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE (hereinafter referred to as First Amendment ) is made and entered into this the 27th day of July, 2007, by and between JACK DAY PERRY, SR., ELIZABETH BARTON PERRY, JACK DAY PERRY, JR. AND VICKI PERRY MAUNEY (Vicki Perry Mauney is the same person as Vicki Perry Harrell, (hereinafter referred to collectively as Sellers ) and MYRIAD WORLD RESORTS OF TUNICA, LLC, a Mississippi limited liability company, (hereinafter referred to as Purchaser ), collectively referred to as Parties. MYRIAD ENTERTAINMENT AND RESORTS, INC. (“Myriad Entertainment”), CODY HARRELL and JAMES MCCLURE, SR. join in solely and only for the express purposes listed and outlined herein.

CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE
Myriad Entertainment & Resorts, Inc. • January 16th, 2009 • Services-amusement & recreation services • Mississippi

This CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE (hereinafter referred to as “Contract”) is made and entered into this the 3rd day of December, 2008, by and between Picture Window, LLC, a Mississippi Limited Liability Company, (hereinafter referred to as “Seller”) and MYRIAD WORLD RESORTS OF TUNICA, LLC, a Mississippi limited liability company, (hereinafter referred to as “Purchaser”), collectively referred to as “Parties”. MYRIAD ENTERTAINMENT AND RESORTS, INC. (“Myriad Entertainment”) and Kenneth M. Murphree, LLC, a Mississippi Limited Liability Company, join in solely and only for the express purposes listed and outlined herein.

SECOND AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE
Myriad Entertainment & Resorts, Inc. • October 20th, 2008 • Services-amusement & recreation services

This SECOND AMENDMENT TO CONTRACT FOR THE SALE AND PURCHASE OF REAL ESTATE (hereinafter referred to as “First Amendment”) is made and entered into this the15th day of October, 2008, by and between Picture Window, LLC, a Mississippi Limited Liability Company, (hereinafter referred to collectively as “Seller”) and MYRIAD WORLD RESORTS OF TUNICA, LLC, a Mississippi limited liability company, (hereinafter referred to as “Purchaser”), collectively referred to as “Parties”. MYRIAD ENTERTAINMENT AND RESORTS, INC. (“Myriad Entertainment”) and Kenneth M. Murphree, LLC, a Mississippi Limited Liability Company, join in solely and only for the express purpose of consenting to the modifications indicated herein.

CONSULTING AGREEMENT
Consulting Agreement • November 29th, 2006 • Myriad Entertainment & Resorts, Inc. • Services-amusement & recreation services • New York

This Agreement is made and entered into as of the 13th day of October 2006 by and between Larson Elmore, an individual residing at 18 Ninth Fairway Loop, Maumelle, Arkansas 72113 (the“Consultant”), and Myriad Entertainment and Resorts, Inc., a Delaware corporation, with its place of business located at 2565 Horizon Lake Drive, Suite 110, Memphis, TN 38133 (the "Company").

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