STOCK PURCHASE WARRANTCamelot Entertainment Group, Inc. • August 21st, 2008 • Services-motion picture & video tape production • New York
THIS CERTIFIES THAT, for value received, New Millennium Capital Partners II, LLC or its registered assigns, is entitled to purchase from Camelot Entertainment Group Inc., a Delaware Corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 20,000,000 fully paid and nonassessable shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), at an exercise price per share equal to $.01 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated July 31, 2008, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”).
Exhibit 1.1 CAPITAL LEASE OF LAND, PROPERTY AND EQUIPMENT THIS AGREEMENT TO LEASE LAND, PROPERTY AND EQUIPMENT (this "Agreement") is entered into as of June 28, 2001 by and between BENTLEY HOUSE FURNITURE COMPANY, a Philippine corporation ("LESSOR"),...Dstage Com Inc • July 13th, 2001 • Blank checks • Colorado
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2010, by and among Camelot Entertainment Group, Inc., a Delaware Corporation with its headquarters located at 8001 Irvine Center Drive, Suite 400, Irvine, CA 92618 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • July 26th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITY AGREEMENT (this “Agreement”), dated as of July 21, 2010, by and among Camelot Entertainment Group, Inc., a Delaware corporation (“Parent”), and its Subsidiaries as listed on Schedules A (collectively the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 4th, 2009 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated as of August 31, 2009, by and among Camelot Entertainment Group, Inc., a Delaware corporation ("Parent"), and its Subsidiaries as listed on Schedules A and 3(a) attached hereto excluding any third party acquisitions' made subsequent to this Agreement (collectively the "Subsidiary")(hereinafter the Parent and the Subsidiary shall collectively be referred to as the "Company") and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the "Secured Party").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2006, by and among Camelot Entertainment Group, Inc., a Delaware Corporation, with headquarters located at 2020 Main Street, #990, Irvine, California 92614 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
ContractSecurities Purchase Agreement • February 2nd, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 27, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITIES PURCHASE AGREEMENT (this Agreement”), dated as of March 17, 2010, by and among Camelot Entertainment Group, Inc., a Delaware Corporation, with headquarters located at 8001 Irvine Center Drive, Suite 400, Irvine, CA 92618 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 21, 2010, by and among Camelot Entertainment Group, Inc., a Delaware Corporation, with headquarters located at 8001 Irvine Center Drive, Suite 400, Irvine, CA 92618 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2009 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of August 31, 2009, by and among Camelot Entertainment Group, Inc., a Delaware Corporation, with headquarters located at 8001 Irvine Center Drive, Suite 400, Irvine, CA 92618 (the "Company"), and each of the purchasers set forth on the signature pages hereto (the "Buyers").
Exhibit 1.2. REGULATION S SECURITIES SUBSCRIPTION AGREEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES COMMISSION OF ANY...Securities Subscription Agreement • July 13th, 2001 • Dstage Com Inc • Blank checks • Colorado
COMMERCIAL GUARANTYCommercial Guaranty • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • Utah
THIS COMMERCIAL GUARANTY (as the same may from time to time be amended, restated or otherwise modified, “Guaranty”) is made as of the 27th day of April, 2010, by ROBERT P. ATWELL, individually and his heirs, executors, administrators, personal representatives and assigns (“Guarantor”), in order to induce INCENTIVE CAPITAL, LLC, a Utah limited liability company with offices at 2755 E. Cottonwood Parkway, Suite 100, Salt Lake City, UT 84121, and its successors and assigns (“Lender”) to extend credit (the “Loan”) to CAMELOT FILM GROUP, INC., a Nevada corporation in good standing in the State of California, with a place of business at 10 Universal City Plaza NBC/Universal Building, 20th Floor, Universal City, CA 91608, and its successors and assigns (“CFG, also referred to herein as the “Borrower”), and in consideration thereof, and other good and valuable consideration, hereby unconditionally and absolutely guarantees the punctual and full performance of all Obligations (as hereinafter de
SECURITY AGREEMENTSecurity Agreement • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
THIS SECURITY AGREEMENT (this "Security Agreement"), dated as of April 28, 2010 by and between Camelot Film Group, Inc., a Nevada corporation ("Debtor"); and CMBG Advisors, Inc., a California corporation in its capacity as assignee for the benefit of creditors of Liberation Entertainment, Inc. ("Secured Party"), is made with reference to the following facts:
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 26th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of July 21, 2010, among Camelot Entertainment Group, Inc., a Delaware corporation (the “Company”), and Camelot Production Services Group, Inc. and its divisions attached hereto as Schedule A (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of April 28, 2010, by and between CMBG ADVISORS, INC., a California corporation, in its sole and limited capacity as assignee for the benefit of creditors of Liberation Entertainment, Inc. (the “Seller”); and CAMELOT FILM GROUP, INC., a Nevada corporation (“CFG” or “Buyer”), and a wholly-owned subsidiary of CAMELOT ENTERTAINMENT GROUP, INC., a Delaware corporation (“CMGR”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
This Employment Agreement, dated April 26, 2010 (the “Agreement”), is entered into by and between Camelot Entertainment Group, Inc., a Delaware Corporation, it affiliates, subsidiaries, divisions, predecessors and successors (the “Company”) one the one hand, and Robert P. Atwell (the “Executive”) on the other hand. The Company and Executive are hereinafter referred to collectively as the “Parties” and individually referred to as a “Party.”
COMMERCIAL GUARANTYCommercial Guaranty • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 26th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of July 21, 2010, by and among Camelot Entertainment Group, Inc., a Delaware corporation (“Parent”), and its Subsidiaries as listed on Schedules A and 3(a) attached hereto excluding any third party acquisitions’ made subsequent to this Agreement (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
WHEREAS, Assignor and Camelot have entered into that certain Asset Purchase Agreement dated April 27, 2010 (the “Purchase Agreement”; capitalized terms used without definition herein shall have the meanings ascribed to such terms in the Purchase Agreement) pursuant to which Camelot is purchasing certain assets and assuming certain liabilities with respect to such assets;
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
This Preferred Stock Purchase Agreement (the “Stock Purchase Agreement”) is made as of April 27, 2010 (the "Effective Date") by and between Camelot Entertainment Group, Inc., a Delaware corporation (“Camelot”), and Clarity Partners I, LLC, a California limited liability company (“Purchaser”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 21st, 2008 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of July 31, 2008, among Camelot Entertainment Group, Inc., a Delaware corporation (the “Company”), and Camelot Production Services Group, Inc. and its divisions attached hereto as Schedule A (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
TRADEMARK LICENSE AGREEMENTLicense Agreement • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
This License Agreement (the "License Agreement") is entered into as of April 26, 2010 (the "Effective Date") by and between Robert P. Atwell, with his principal place of residence at 28852 Rockport Drive, Laguna Niguel, California 92618, ("RPA"), on the one hand, and Camelot Entertainment Group, Inc., a Delaware corporation with its principal place of business at 8001 Irvine Center Drive, Irvine, California, 92618 ("Camelot"), on the other hand.
DEFINITIVE AGREEMENT BETWEEN THE ATWELL GROUP AND CAMELOT ENTERTAINMENT GROUP, INC. APRIL 26, 2010Definitive Agreement • April 29th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
THIS DEFINITIVE AGREEMENT (“Agreement”) is made and entered into this 26th day of April, 2010, by and between Camelot Entertainment Group, Inc., a Delaware corporation, its subsidiaries and its affiliates (“Camelot”), on the one hand, and Robert P. Atwell, an individual residing in California, The Atwell Group, a group of companies with different domiciles owned by Mr. Atwell, including, but not limited to, The Atwell Group, Inc., a California corporation, The Atwell Group, Inc., a Nevada corporation, The Atwell Group, LLC, a Texas limited liability company, The Atwell Group LLC, a Nevada limited liability company, The Corporate Solution, Inc., a Nevada corporation, Love Bug Management Corporation, a Nevada corporation, Eagle Consulting Group, Inc., a Nevada corporation, Eagle Consulting Group, Inc., a Colorado corporation, and their affiliates, assigns, predecessors and successors, collectively (“The Atwell Group” or “TAG”), on the other hand.
WRAP-AROUND AGREEMENTWrap-Around Agreement • November 16th, 2009 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • Delaware
This wrap-around agreement (the “Agreement”) is made by and among Camelot Entertainment Group, Inc. (the “Issuer”), _________________ (the “Affiliate”) and ______________________________ (the “Investor”), this ___ day of ___________, 2009. (The Issuer, the affiliate and the Investor are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”)
CAMELOT ENTERTAINMENT GROUP, INC. FIFTEEN PERCENT (15%) CONVERTIBLE NOTE DATED ______________, 2009Camelot Entertainment Group, Inc. • November 16th, 2009 • Services-motion picture & video tape production
THIS NOTE (the “Note”) is a duly authorized Convertible Note of Camelot Entertainment Group, Inc., a Delaware corporation (the “Company”). This Note is a replacement for the note of the Company to ________________________ assigned to the Holder (as defined below) pursuant to that certain Wrap-around agreement of even date (the “Agreement”). By execution below, the Company affirms the Debt de novo represented by the original note. All terms capitalized in this Note but not defined will have the meanings as defined in the Agreement.
LEGAL SERVICES CONSULTANT AGREEMENTLegal Services Consultant Agreement • April 29th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
THIS LEGAL SERVICES CONSULTANT AGREEMENT (Agreement) is made and entered into as of April 24, 2010 by and between Camelot Entertainment Group, Inc., a Delaware corporation, its assigns. successors, and/or any other related entities that complete the acquisitions described in this Agreement (collectively referred to herein as the "Corporation"), with a primary business address at 8001 Irvine Center Drive, Suite 400, Irvine, CA 92618, one the one hand, and Christopher P. Flannery, an attorney licensed to practice law in the State of Delaware and Pennsylvania and the Law Office of Christopher P. Flannery, A Professional Corporation, with a business address at 555 City Avenue, Bala Cynwyd, PA 19002 (the "Consultant"), on the other hand.
SCHEDULE B — PROMISSORY NOTECamelot Entertainment Group, Inc. • November 16th, 2009 • Services-motion picture & video tape production • Florida
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 24th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of March 17, 2010, by and among Camelot Entertainment Group, Inc., a Delaware corporation (“Parent”), and its Subsidiaries as listed on Schedules A and 3(a) attached hereto excluding any third party acquisitions’ made subsequent to this Agreement (collectively the “Subsidi ary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • March 24th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of March 17, 2010, among Camelot Entertainment Group, Inc., a Delaware corporation (the “Company”), and its divisions attached hereto as Schedule A (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
INTERIM EMPLOYMENT AGREEMENTInterim Employment Agreement • June 30th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • Delaware
This Interim Employment Agreement, dated June 30, 2010 (the “Agreement”), is entered into by and between Camelot Entertainment Group, Inc., a Delaware Corporation, it affiliates, subsidiaries, divisions, predecessors and successors (the “Company”) one the one hand, and Steven Istock (the “Executive”) on the other hand. The Company and Executive are hereinafter referred to collectively as the “Parties” and individually referred to as a “Party.”
EX - 6.1 OFFICE LEASE AGREEMENT OFFICE LEASE AGREEMENT THIS AGREEMENT, is made on the 1st day of June, 2000, by and between Rhoads Property Management, d/b/a Executive Suites and Business Services, LLC, 1600 Broadway, Suite 2400, Denver, Colorado...Office Lease Agreement • April 17th, 2001 • Dstage Com Inc • Blank checks
THIS AGREEMENT, is made on the 1st day of June, 2000, by and between Rhoads Property Management, d/b/a Executive Suites and Business Services, LLC, 1600 Broadway, Suite 2400, Denver, Colorado 80202, hereinafter referred to as "Landlord," of the first part, and Dstage.com, hereinafter referred to as "Tenant," of the second part.
BUSINESS CONSULTANT AGREEMENTBusiness Consultant Agreement • September 9th, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • California
THIS BUSINESS CONSULTANT AGREEMENT (Agreement) is made and entered into this 25th day of August 2010, by and between Camelot Entertainment Group, Inc., a Delaware corporation, its predecessors, successors, subsidiaries and affiliates (the “Corporation”), one the one hand, and WallStreet Awareness, a Michigan corporation and its affiliates (the “Consultant”), on the other hand.
WRAP-AROUND AGREEMENTWrap-Around Agreement • November 16th, 2009 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production
WHEREAS, the Issuer desires to fulfill debt obligations owed to Affiliate in the principal amount $200,000.00 (Two Hundred Thousand Dollars) of the total debt of $355,000.00 (Three Hundred Fifty Five Thousand Dollars) owed from March 31, 2008;
SECURITY AND PARTICIPATION AGREEMENTSecurity and Participation Agreement • May 3rd, 2010 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • Utah
THIS SECURITY AND PARTICIPATION AGREEMENT ("Security Agreement"), dated as of April 27, 2010 by and between Camelot Film Group, Inc., a Nevada corporation (“Debtor”) and Incentive Capital, LLC, a Utah limited liability company ("Secured Party"), is made with reference to the following facts:
EX - 6.1 OFFICE LEASE AGREEMENT THIS AGREEMENT, is made on the first day of November, 1999, by and between Rhoads Property Management, d/b/a Executive Suites and Business Services, 1675 Broadway, Suite 1800, Denver, Colorado 80202, hereinafter...Office Lease Agreement • June 12th, 2000 • Dstage Com Inc
THIS AGREEMENT, is made on the first day of November, 1999, by and between Rhoads Property Management, d/b/a Executive Suites and Business Services, 1675 Broadway, Suite 1800, Denver, Colorado 80202, hereinafter referred to as "Landlord," of the first part, and Dstage.com, hereinafter referred to as "Tenant," of the second part.
