EXHIBIT 10.38 DISTRIBUTION AGREEMENT THIS AGREEMENT is made the day of October, 2004 BETWEEN: (1) KEYDATA MEDIA & MARKETING 1 LLP whose registered office is at 4 Bedford Row, London WC1R 4DF (registered in England noOC308423) (the 'Partnership') and...Distribution Agreement • January 31st, 2005 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • England and Wales
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "AGREEMENT") is dated as of October 1, 2007, by and among TRIMEDIA ENTERTAINMENT GROUP, INC., a Delaware corporation ("PARENT"), TRIMEDIA ACQUISITION CORP., a Delaware corporation and...Agreement and Plan of Merger • October 5th, 2007 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Delaware
WARRANT TO PURCHASE SHARES OF COMMON STOCKTrimedia Entertainment Group Inc • March 17th, 2008 • Services-motion picture & video tape production • New York
WITNESSETH:Security Agreement • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
EXHIBIT 10.3 LOAN AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this 1st day of November, 2002, by and between Trimedia Entertainment Group, Inc., a Delaware corporation (the "Borrower") and Gemini Growth Fund, LP, a Delaware...Loan Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. THIS LOAN AGREEMENT is made the 20th day of December, 2004 BETWEEN: (1) FAIRBAIRN PRIVATE BANK (IOM) LIMITED of St...Trimedia Entertainment Group Inc • January 5th, 2005 • Men's & boys' furnishgs, work clothg, & allied garments • Isle of Man
W I T N E S E T H:Consulting Agreement • March 1st, 2006 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production
Exhibit 10.16 THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT...Trimedia Entertainment Group Inc • March 17th, 2003 • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
Exhibit 10.17 THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT...Trimedia Entertainment Group Inc • March 17th, 2003 • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
US Patriot, Inc., a South Carolina corporation (the "Company"), for value received, hereby certifies that Frank Eiffe or his registered assigns (the "Holder"), is entitled to purchase from the Company, at any time or from time to time during the...Trimedia Entertainment Group Inc • March 17th, 2003 • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 23rd day of March, 2004 by and between TriMedia Entertainment Group Inc., a. Delaware corporation ("Company"), and Daniel J. B. Taylor...Employment Agreement • June 15th, 2004 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
Exhibit 10.5 Subordination Agreement This Subordination Agreement (the "Agreement") is entered into on the 1st day of November , 2002 by and among Trimedia Entertainment Group, Inc. (the "Company"), Chris Schwartz, SPH Investments, Inc., Capital...Subordination Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
RECITALSSecurities Purchase Agreement • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
Exhibit 10.4 ------------------------------------------------------------------------------- The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state...Trimedia Entertainment Group Inc • March 17th, 2003 • Men's & boys' furnishgs, work clothg, & allied garments • Texas
AMENDED AND RESTATED OPERATING AGREEMENT OF BATTLE RAP, LLCLimited Liability Company Agreement • March 23rd, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Delaware
Exhibit 10.14 INTERCREDITOR AGREEMENT THIS AGREEMENT, made this 3rd day of October, 2002, by and between Chris Schwartz, an individual ("Schwartz"), and each of Capital Growth Trust, SPH Investments, Inc., HMA Investments Profit Sharing Plan, and...Intercreditor Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made this 21st day of December 2004, by and between TriMedia Entertainment Group Inc., having an office at 1080 N. Delaware Ave., 8th Floor Philadelphia, PA 19125,...Consulting Agreement • December 23rd, 2004 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
EXHIBIT AAssumption Agreement • October 5th, 2007 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production
RECITALS:Agreement and Plan of Merger • December 2nd, 2002 • Us Patriot Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
Exhibit 10.7 SECURITY AGREEMENT Date: November 1, 2002 Debtor: Trimedia Entertainment Group, Inc. Debtor`s Mailing Address: 101 Charles Drive, Bryn Mawr PA 19010 Secured Party: Gemini Growth Fund, L.P. Secured Party`s Mailing Address: 700 Gemini,...Security Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of October 9, 2002 by and between US Patriot, Inc., a South Carolina corporation ("Company"), and Chris Schwartz ("Executive"). WHEREAS, Company desires to...Employment Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
Exhibit 10.5 SUBSIDIARY GUARANTY Philadelphia, Pennsylvania May 5, 2005 FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by IL Resources, LLC ("Lender") to or for...Trimedia Entertainment Group Inc • June 8th, 2005 • Services-motion picture & video tape production
RECITALSRestructuring Agreement • October 5th, 2007 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • New York
THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED...Stock Purchase Warrant • June 15th, 2004 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
FOUNDERS` BANK BUSIENSS LOAN AGREEMENTTrimedia Entertainment Group Inc • March 17th, 2003 • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
THIS BUSINESS LOAN AGREEMENT DATED AUGUST 21, 2001, IS MADE AND EXECUTED BETWEEN METROPOLITAN RECORDING, INC ("BORROWER") AND FOUNDERS` BANK ("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER`S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS AGREEMENT, AND (B) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
GUARANTY --------Trimedia Entertainment Group Inc • March 17th, 2003 • Men's & boys' furnishgs, work clothg, & allied garments • Texas
Exhibit 10.3 SECURITIES PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Agreement"), dated May 5, 2005, is made and entered into by and between TriMedia Entertainment Group, Inc., a Delaware corporation ("Pledgor"), and IL Resources, LLC, a...Securities Pledge Agreement • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
DISTRIBUTION AGREEMENT "SNIPES"Distribution Agreement • September 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED...Stock Purchase • September 14th, 2004 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
US PATRIOT, INC.Us Patriot Inc • January 15th, 2002 • South Carolina
FOUNDERS` BANK COMMERCIAL SECURITY AGREEMENTTrimedia Entertainment Group Inc • March 17th, 2003 • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
COMMERCIAL LEASE THIS LEASE made and entered into this 1st date of October 2001, between Covold Partners hereinafter called "Landlord" and US Patriot Inc hereinafter called "Tenant". WITNESSETH In consideration of the covenants and agreements of the...Commercial Lease • January 15th, 2002 • Us Patriot Inc
SALE & PURCHASE AGREEMENT THIS AGREEMENT is made the day of October, 2004 BETWEEN: (1) TRIMEDIA FILM GROUP INC whose address is at 101 Charles Drive, Bryn Mawr PA 19010 USA (the 'Owner') and (2) THE KEYDATA MEDIA & MARKETING 1 LLP whose registered...Sale & Purchase Agreement • January 31st, 2005 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • England and Wales
ARTICLE I INTERESTTrimedia Entertainment Group Inc • June 8th, 2005 • Services-motion picture & video tape production • Pennsylvania
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE...Trimedia Entertainment Group Inc • February 13th, 2007 • Services-motion picture & video tape production • Pennsylvania
THIS NOTE AMENDS AND SUPERSEDES THAT CERTAIN SECOND AMENDED AND RESTATED CONVERTIBLE TERM NOTE DATED AS OF SEPTEMBER 13, 2006 ISSUED TO IL RESOURCES LLC BY TRIMEDIA ENTERTAINMENT GROUP, INC.
