Zenascent Inc Sample Contracts

Ckrush, Inc. – ASSET PURCHASE AGREEMENT (September 9th, 2008)

THIS ASSET PURCHASE AGREEMENT is made as of the ___th day of August, 2008, by and between HNY Acquisition Corp., (the “Buyer”), and Ckrush Digital Media, Inc.  (the “Seller”).  The Seller and the Buyer may sometimes be referred to herein individually as a “Party” or collectively as “Parties.”

Ckrush, Inc. – CERTIFICATE OF AMENDMENT IS THE NINTH DAY OF OCTOBER, A.D. 2007, AT 5 O'CLOCK (October 11th, 2007)
Ckrush, Inc. – SEPARATION AND SETTLEMENT AGREEMENT (July 5th, 2007)

THIS SEPARATION AND SETTLEMENT AGREEMENT dated June 28, 2007 (the “Agreement”) by and between Ckrush, Inc., a Delaware corporation (the “Company”), located at 336 West 37th Street, Suite 410, New York, New York 10018 and Roy Roberts (the “Executive”), residing at 200 Winston Drive, Cliffside Drive, New Jersey 07010.

Ckrush, Inc. – ASSET PURCHASE AGREEMENT (February 9th, 2007)

This Asset Purchase Agreement (this ‘‘Agreement’’) is made as of the 5th day of February, 2007, by and among TriSoft Media, Inc., a Florida corporation (‘‘TriSoft’’) AudioStreet, Inc. a Florida corporation (‘‘AudioStreet’’) (collectively the ‘‘Sellers’’), Cary Bartlett (‘‘Bartlett’’), Joe Raio (‘‘Raio’’), Miguel Rengifo (‘‘Rengifo’’) and Jason Rodman (‘‘Rodman’’) (Bartlett, Raio, Rengifo and Rodman being referred to collectively as the ‘‘Seller Principals’’) and Ckrush Digital Media, Inc., a Delaware corporation (‘‘Buyer’’).

Ckrush, Inc. – 99.1 Press Release dated November 27, 2006 6 (November 28th, 2006)
Ckrush, Inc. – SUPPLEMENTAL SETTLEMENT AGREEMENT (November 22nd, 2006)
Ckrush, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (November 22nd, 2006)
Ckrush, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (November 22nd, 2006)
Ckrush, Inc. – CONSULTING AGREEMENT (November 22nd, 2006)
Ckrush, Inc. – CONSULTING AGREEMENT (October 17th, 2006)
Ckrush, Inc. – OPERATING AGREEMENT OF CKRUSH DISTRIBUTION, LLC A DELAWARE LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT (this "Agreement") is made effective as of January 1, 2006 by and between English Distribution, LLC, a Florida limited liability company ("English Distribution"), as Manager and as Member (as those terms are defined below) and Ckrush Entertainment, Inc., a Delaware corporation ("Ckrush"), as a Member (each of English Distribution and Ckrush is referred to individually as a "Member" and collectively as the "Members"). Background A. Ckrush Distribution, LLC (the "Company") was organized (May 31st, 2006)
Ckrush, Inc. – Contract (April 24th, 2006)

NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Ckrush, Inc. – SETTLEMENT AGREEMENT Settlement Agreement (the "Agreement") dated March 31, 2006 by and among Ckrush, Inc., a Delaware corporation, formerly known as Cedric Kushner Promotions, Inc. (the "Company"), Big Content, Inc., a wholly- owned subsidiary of the Company ("Big Content"), both having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019, and Cedric Kushner, an individual ("Kushner"), having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019. WHEREAS, Kushner has served as an officer and director of the Company and has resigned all positio (April 14th, 2006)
Ckrush, Inc. – CONSULTING AGREEMENT Consulting Agreement (the "Agreement") dated March 31, 2006 by and among Ckrush, Inc., a Delaware corporation, formerly known as Cedric Kushner Promotions, Inc. (the "Company"), both having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019, and Gotham Boxing, Inc., a New York corporation ("Gotham"), having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019. WHEREAS, contemporaneously herewith, the Company, Big Content, Inc. and Cedric Kushner ("Kushner") have executed and delivered to each other a certain Settlement (April 14th, 2006)
Ckrush, Inc. – LEASE AND LIBRARY AGREEMENT Lease and Library Agreement (the "Agreement") dated March 31, 2006 by and among Ckrush, Inc., a Delaware corporation, formerly known as Cedric Kushner Promotions, Inc. (the "Company"), Big Content, Inc., a wholly-owned subsidiary of the Company ("Big Content"), both having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019, Cedric Kushner Media, Inc., a New York corporation ("Media") and Cedric Kushner, an individual ("Kushner"), both having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019. WHEREAS, contempor (April 14th, 2006)
Cedric Kushner Promotions Inc – CONSULTING AGREEMENT -------------------- This Consulting Agreement (the "Agreement") is made this 24th day of September, 2005, by and between Cedric Kushner Promotions, Inc. and Ckrush Sports, Inc., on the one hand (the "Company"), each having an address at 1414 Avenue of the Americas, Suite 406, New York, New York 10019 and Dino Duva, an individual (the "Consultant"), having an address at c/o Duva Boxing LLC, 228 Lackawanna Ave, West Paterson, NJ 07424. WHEREAS, the Company desires to retain the benefit of the Consultant's knowledge and experience during the term of this Agreement. NOW THERE (October 6th, 2005)
Cedric Kushner Promotions Inc – AMENDMENT NO. 1 TO GUARANTY AND PLEDGE AGREEMENT AMENDMENT NO. 1 TO GUARANTY AND PLEDGE AGREEMENT, dated as of June 30, 2005 (this "Amendment"), to the Guaranty and Pledge Agreement, dated as of June 30, 2004 (as so amended, and as it in the future may be amended, modified or supplemented from time to time in accordance with its terms, the "Agreement"), by and among Cedric Kushner Promotions, Inc., a Delaware corporation (hereinafter the "CKP"), and each of Redwood Holdings Limited, Platinum Partners Value Limited Arbitrage Fund, L.P. and WEC Partners LLC (collectively, the "Investors"). WHERE (July 14th, 2005)
Cedric Kushner Promotions Inc – AMENDMENT NO. 1 TO THE CLASS A COMMON STOCK AND INSTALLMENT PAYMENT AGREEMENT AMENDMENT NO. 1 TO THE CLASS A COMMON STOCK AND INSTALLMENT PAYMENT AGREEMENT, dated as of June 30, 2005 (this "Amendment"), to the Class A Common Stock and Installment Payment Agreement, dated as of June 30, 2004 (as so amended, and as it in the future may be amended, modified or supplemented from time to time in accordance with its terms, the "Agreement"), by and among Cedric Kushner Promotions, Inc., a Delaware corporation (hereinafter, "CKP"), and each of Redwood Holdings Limited, Platinum Partners Value Limited (July 14th, 2005)
Cedric Kushner Promotions Inc – CONTRIBUTION AND INDEMNIFICATION AGREEMENT CONTRIBUTION AND INDEMNIFICATION AGREEMENT, dated as of June 30, 2005 (the "Agreement"), by and between Cedric Kushner Promotions, Inc., a Delaware corporation ("CKP") and World Wide South Beach, LLC ("WWSB"). Each of CKP and WWSB is hereinafter sometimes referred to as a "Guarantor" and together as the "Guarantors". BACKGROUND WHEREAS, CKP is a party to that certain Guaranty and Pledge Agreement, dated as of June 30, 2004, as amended as of the date hereof (the "CKP Guaranty"), in favor of Redwood Holdings Limited, Platinum Partners Value Arbitrage Fu (July 14th, 2005)
Cedric Kushner Promotions Inc – SUBSCRIPTION AGREEMENT May __, 2005 Ckrush Entertainment, Inc. 1414 Avenue of the Americas Suite 406 New York, New York 10019 Ladies and Gentlemen: 1. Subscription. The undersigned (referred to herein as the "undersigned" or the "Investor") hereby subscribes for and agrees to purchase the units as set forth below (each, a "Unit") of revenue participation rights (each, a "Participation Right") in connection with the motion pictures currently entitled "Beer League" and "TV The Movie" (each, a "Picture" and collectively the "Pictures"), on the terms and conditions set forth in this Subscription A (July 5th, 2005)
Cedric Kushner Promotions Inc – SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of June 28, 2005, by and between CKRUSH ENTERTAINMENT, INC., a Delaware corporation with its principal place of business located at 1414 Avenue of the Americas, Suite 406, New York, NY 10019 (the "Company"), and the CORNELL CAPITAL PARTNERS, LP (the "Secured Party"). WHEREAS, the Company and Headliners Entertainment, Inc. ("Headliners") entered into a Subscription Agreement dated as of the date hereof (the "Subscription Agreement") in connection with an investment by Headliners in units of reven (July 5th, 2005)
Cedric Kushner Promotions Inc – PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of June 28, 2005 (the "Effective Date") by and among CORNELL CAPITAL PARTNERS, LP, (the "Pledgee"), CEDRIC KUSHNER PROMOTIONS, INC., a corporation organized and existing under the laws of the State of Delaware (the "Pledgor"), and DAVID GONZALEZ, ESQ., as escrow agent ("Escrow Agent"). RECITALS: WHEREAS, in order to secure the full and prompt payment when due of all of the Company's obligations (the "Obligations") to the Pledgee or any successor to the Pledgee under this Agreement or the (July 5th, 2005)
Cedric Kushner Promotions Inc – THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERSION AGREEMENT THIS CONVERSION AGREEMENT, dated as of June 15, 2005, is made by and between Cedric Kushner Promotions, Inc., a Delaware corporation ("Company"), and Barry Saxe ("Holder"). WHEREAS, the Company issued to the Holder those certain 10% (June 21st, 2005)

2005 Accrd Interest & Notes & Loans N/P at N/P at Accrd Interest Interest Exp or Debt Issuance payables Date loaned Due Date 12-31-04 6-06-05 Rate at 12-31-04 to Maturity at 6-06-05 ----------------- ------------ ---------- ------------ ----------- --------- ------------ ------------ ----------------- 2407 Barry Sax 05/19/20030 8/15/03 95,000.00 95,000.00 10.00% 15,358.33 4,320.55 19,678.88 2407 Barry Sax 05/29/20030 8/15/03 105,000.00 105,000.00 10.00% 16,683.33 4,775.34 21,458.68 2407 Barry Sax 06/06/20030 8/15/03 60,000.00 60,000.00 10.00% 9,416.64 2,728.77 12,145.40 2407 Barry Sax 08/12/2003 10/13/03 110,000.00 110,000.00 10.00% 15,247.22 5,002.74 20

Cedric Kushner Promotions Inc – Press Release Friday February 11, 2005 SOURCE: (PK: CKPI- NEWS) Cedric Kushner Promotions, Inc. Reaches Agreement on Principal Terms and Conditions for Retirement of Debt with Largest Debt Holders NEW YORK-- (BUSINESS WIRE)--February 11, 2005--Cedric Kushner Promotions, Inc. (CKP) (PK: CKPI - news) announced today that it has reached an agreement with its largest debt holders to retire and forgive indebtedness, terminate a consulting agreement and terminate and release liens on its boxing video library. The agreement with Livingston Investments, LLC and Mackin Charitable Remainder Trust will e (February 15th, 2005)
Zenascent Inc – NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (this "AGREEMENT") is made as of the __ day of March, 2002 (the "EFFECTIVE DATE") by and among ZENASCENT, INC., a Delaware corporation (the "COMPANY"), and [Purchaser] (the "PURCHASER"). RECITALS WHEREAS, on March __, 2002, the Company became the parent of Cedric Kushner Boxing, Inc ("BOXING") in accordance with the Amended and Restated Agreement and Plan of Merger, dated as of February 21, 2002 (the "MERGER AGREEMENT"), by and among the Company, Zenascent Newco Inc., Boxing, Cedric Kushner Promotions, Ltd., Cedric Ku (April 29th, 2002)
Zenascent Inc – ZENASCENT, INC. 10 WEST 33RD STREET, SUITE 705 NEW YORK, NEW YORK 10001 April 24, 2002 Steven Angel 340 East 34th Street Apartment 17H New York, NY 10016 Dear Steven: This Letter will confirm our agreement and understanding concerning the cash payments and option grants ("Severance Package") to be issued to you in consideration of your efforts in connection with the structuring and negotiation of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of February 21, 2002, by and among Zenascent, Inc., a Delaware corporation ("Zenascent"), Zenascent New (April 29th, 2002)
Zenascent Inc – ZENASCENT INC. January 30, 2002 Re: Consulting Agreement/Payment Agreement Dear Richard: This letter will act as written confirmation that the Consulting Agreement and payment Agreement between Zenascent, Inc. and Investor Relations Services, Inc. and Summit Trading Limited (respectively) has been canceled by the parties and that no payment is currently due and owing to either Investor Relations Services, Inc. or Summit Trading Limited. As per our subsequent agreement, it is contemplated that a new agreement will be entered into between Zenascent, Inc. and Investor Relations Services, Inc. and (April 29th, 2002)
Zenascent Inc – ZENASCENT, INC. 10 WEST 33RD STREET, SUITE 705 NEW YORK, NEW YORK 10001 April 24, 2002 Adam Goldberg 330 16th Street Brooklyn, New York 11215 Dear Adam: This Letter will confirm our agreement and understanding concerning the option grant issued to you in consideration of your efforts in connection with the structuring and negotiation of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated as of February 21, 2002, by and among Zenascent, Inc., a Delaware corporation ("Zenascent"), Zenascent Newco Inc., a Delaware corporation, Cedric Kushner Boxing, Inc., (April 29th, 2002)
Zenascent Inc – EXHIBIT A THIS PROMISSORY NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS PROMISSORY NOTE AND, IF APPLICABLE, THE SECURITIES INTO WHICH IT IS CONVERTED, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY (April 29th, 2002)
Zenascent Inc – NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT ("AGREEMENT") is made as of the ___ day of December ___, 2001 by and among ZENASCENT, INC., a Delaware corporation (the "COMPANY"), and __________________________ (the "PURCHASER"). The parties hereby agree as follows: 1. AMOUNT AND TERMS OF THE LOAN; ISSUANCE OF WARRANTS 1.1 THE LOAN. Subject to the terms of this Agreement, the Purchaser agrees to lend to the Company the amount set forth in the promissory note in substantially the form attached hereto as Exhibit A (the "NOTE"). The amount of the Note is also the "LOA (April 29th, 2002)
Zenascent Inc – THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. ZENASCENT, INC. WARRANT TO PURCHASE COMMON STOCK NO. W-__ DECEMBER ___, 2001 VOID AFTER DECEMBER ___, 2006 THIS CERTIFIES THAT, for value received, __________________[PURCHASER], with its principal office at _______________ (April 29th, 2002)
Zenascent Inc – CONSULTING AGREEMENT THIS AGREEMENT is among ZENASCENT, INC., a corporation organized under laws of the State of Delaware, whose address is 10 West 33rd Street, Suite 705, New York, NY 10001 (hereinafter referred to as the "Company"); INVESTOR RELATIONS SERVICES, INC., located at 120 Flagler Avenue, New Smyrna Beach, FL 32169 (hereinafter referred to as the "Consultant"). WHEREAS, the Consultant is in the business of assisting public companies in financial advisory, strategic business planning, and investor and public relations services designed to make the investing public knowledgeable about (April 29th, 2002)
Zenascent Inc – THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. PROMISSORY NOTE $____________ December __, 2001 For value received ZENASCENT, INC., a Delaware corporation ("PAYOR" or the "COMPANY") promises to pay to ___________ (April 29th, 2002)
Zenascent Inc – PAYMENT AGREEMENT THIS AGREEMENT is among ZENASCENT, INC., a corporation organized under the laws of the State of Delaware, whose address is 10 West 33rd Street, Suite 705, New York, NY 10001 (hereinafter referred to as the "Company"); SUMMIT TRADING LIMITED, an international business corporation with its principal office at Charlotte House, Charlotte Street, Nassau, Bahamas, as the Financing Agent (hereinafter referred to as the "STC"); WHEREAS, STC is in the business of assisting public companies in funding financial advisory, strategic business planning, and investor and public relations se (April 29th, 2002)
Zenascent Inc – EXHIBIT B THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND, IF EXERCISED, THE UNDERLYING SHARES OF COMMON STOCK, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH (April 29th, 2002)