WITNESSETH:Agreement • January 22nd, 2003 • Knight Fuller Inc • Real estate • Delaware
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of December 12, 2005, by and between Knight Fuller, Inc., a Delaware corporation (the "Company"), and Montage Partners III, LLC, a Nevada...Registration Rights Agreement • December 16th, 2005 • Knight Fuller Inc • Services-business services, nec • California
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among KNIGHT FULLER, INC. KF MERGER SUB, INC. CENTERSTAGING MUSICAL PRODUCTIONS, INC.Agreement and Plan of Merger • August 19th, 2005 • Knight Fuller Inc • Services-business services, nec • California
RECITALSSecurity Agreement • December 16th, 2005 • Knight Fuller Inc • Services-business services, nec • California
RecitalEmployment Agreement • April 14th, 2004 • Knight Fuller Inc • Real estate • Delaware
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of December 12, 2005, is entered into by and between Knight Fuller, Inc., a Delaware corporation, with headquarters located at 3407 Winona Avenue, Burbank, California 91504...Securities Purchase Agreement • December 16th, 2005 • Knight Fuller Inc • Services-business services, nec • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2007 • CenterStaging Corp. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2007 among CenterStaging Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurity Agreement • June 21st, 2007 • CenterStaging Corp. • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2007 between CenterStaging Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2007 • CenterStaging Corp. • Services-business services, nec • California
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 19, 2007, by and between CenterStaging Corp., a Delaware corporation (the “Company”), and Montage Partners III, LLC, a Nevada limited liability company (“Investor”).
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • July 18th, 2006 • CenterStaging Corp. • Services-business services, nec • California
This Revolving Line of Credit Agreement (this “Agreement”) is made as of July 1, 2006 by and between CenterStaging Corp., a Delaware corporation (“Borrower”), and Jan Parent (“Lender”), with reference to the following facts.
Exhibit 10.7 AMENDED AND RESTATED LETTER AGREEMENT This Amended and Restated Letter Agreement is entered into as of April 1, 2004, by and between CenterStaging Musical Productions, Inc. (the "Company") and Howard Livingston (the "Executive"). The...Letter Agreement • August 19th, 2005 • Knight Fuller Inc • Services-business services, nec • California
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2006 • CenterStaging Corp. • Services-business services, nec • California
This Employment Agreement (this “Agreement”) is entered into as of May 1, 2006, by and between CenterStaging Musical Productions, Inc. (the “Company”), and Michael R. Sandoval (the “Employee”).
AMENDED AND RESTATED ACQUISITION AGREEMENTAmended and Restated Acquisition Agreement • March 18th, 2005 • Knight Fuller Inc • Services-business services, nec • California
THIS AGREEMENT (hereinafter “the Agreement”), is made and entered into as of the 23rd day of February, 2005, by and between CELTRON INTERNATIONAL, INC., a Nevada Corporation (“Celtron”), its subsidiary, ORBTECH HOLDINGS, LIMITED, a South African corporation (hereinafter “Orbtech”), and Orbtech’s operating subsidiary, CREDITPIPE (PTY) LTD., a South African corporation (hereinafter “CreditPipe”), on the one hand, and KNIGHT FULLER, INC., a Delaware corporation (“Knight Fuller”), PAYCELL, INC., a California corporation (hereinafter “PayCell”), on the other hand, and provides as follows:
ACQUISITION AGREEMENT6 agreement • September 15th, 2004 • Knight Fuller Inc • Real estate • California
THIS AGREEMENT (hereinafter “the Agreement”), is made and entered into as of the 10th day of September, 2004, by and between CELTRON INTERNATIONAL, INC., a Nevada Corporation (“Celtron”), KNIGHT FULLER, INC., a Delaware corporation (“Knight Fuller”) and PAYCELL, INC., a California corporation (hereinafter “PayCell”), and provides as follows:
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • February 16th, 2006 • Knight Fuller Inc • Services-business services, nec
Reference is made to that certain promissory note dated January 28, 2005 (the “Note”) between CenterStaging Musical Productions, Inc., a California corporation, (the “Borrower”) and Charles Lico, a natural person, (the “Lender”). All terms defined in the Note shall have the same meaning in this First Amendment, except as otherwise provided herein.
RECITALS:Put and Sale Agreement • August 19th, 2005 • Knight Fuller Inc • Services-business services, nec • California
LETTER OF INTENTLetter of Intent • February 16th, 2006 • Knight Fuller Inc • Services-business services, nec • New York
This letter of intent (“LOI”) dated October 7, 2005 (the “Effective Date”), sets forth the general terms of an agreement by and between MLB Advanced Media, L.P., a Delaware limited partnership (“BAM”) and CenterStaging Musical Productions, Inc., a California corporation (“CenterStaging”). When fully executed by BAM and CenterStaging, this LOI shall constitute a binding and enforceable agreement between the parties hereto effective as of the Effective Date. BAM and CenterStaging agree to use commercially reasonable efforts to negotiate in good faith and to execute a definitive agreement (the “Definitive Agreement”) consistent with the terms and conditions hereof promptly following the execution of this LOI, containing representations, warranties, covenants, conditions and indemnities customary for agreements of the scope contemplated herein, in a form and substance reasonably satisfactory to CenterStaging and BAM.
CONSULTING AGREEMENTConsulting Agreement • July 21st, 2006 • CenterStaging Corp. • Services-business services, nec • California
This Consulting Agreement (this “Agreement”) is made and entered into as of April 10, 2006 between CenterStaging Corp., a Delaware corporation (the “Company”), and Michael S. Rosenblum (the “Consultant”), with reference to the following facts:
AGREEMENTAgreement • September 24th, 2004 • Knight Fuller Inc • Real estate • California
THIS AGREEMENT (hereinafter “the Agreement”), is made and entered into as of the 23rd day of July, 2004, by and between KNIGHT FULLER, INC., a Delaware corporation (hereinafter “Knight Fuller”), and OPUS INTERNATIONAL, LLC, (hereinafter “Opus International”), and provides as follows:
GUARANTYGuaranty • March 30th, 2007 • CenterStaging Corp. • Services-business services, nec • Illinois
GUARANTY dated as of March 26, 2007 ("Guaranty") made jointly and severally by Roger Paglia, Howard Livingston, Jan Parent and John G. Caswell, each a resident of the State of California (each, a “Guarantor” and collectively, the “Guarantors”), in favor of John Fife (the "Lender").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 30th, 2007 • CenterStaging Corp. • Services-business services, nec • Illinois
STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 26th day of March, 2007 by and among John Fife (the “Secured Party”), and the persons identified on the signature page hereof (each individually a “Pledgor” and collectively, the “Pledgors”).
FOURTH AMENDMENT TO PROMISSORY NOTEPromissory Note • September 28th, 2006 • CenterStaging Corp. • Services-business services, nec
Reference is made to that certain promissory note dated January 28, 2005 (the “Note”), as amended, between CenterStaging Musical Productions, Inc., a California corporation, (the “Borrower”) and Charles Lico, a natural person, (the “Lender”). All terms defined in the Note shall have the same meaning in this Fourth Amendment, except as otherwise provided herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2004 • Knight Fuller Inc • Real estate • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of July __, 2004, among KNIGHT FULLER, INC., a Delaware corporation (the “Corporation”) and Messrs. R. Michael Collins, Robert E. Dixon, William G. Knuff, III and Jason K. Moore (collectively, the “Stockholders”).
VOTING AND REGISTRATION RIGHTS AGREEMENTVoting and Registration Rights Agreement • September 24th, 2004 • Knight Fuller Inc • Real estate • Delaware
THIS VOTING AGREEMENT, dated as of July 30, 2004, between SUTTER HOLDING COMPANY, INC., a Delaware corporation (“SHC”), and KNIGHT FULLER, INC., a Delaware Corporation (“KFI”).
FIRST AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENTCredit Agreement • February 14th, 2007 • CenterStaging Corp. • Services-business services, nec
Reference is made to that revolving line of credit agreement and revolving promissory note attached as Exhibit A (the “Note”) dated July 1, 2006 (collectively the “Agreement”) between CenterStaging Corp., a Delaware corporation, (the “Borrower”) and Johnny Caswell (the “Lender”). All terms defined in the Agreement shall have the same meaning in this First Amendment, except as otherwise provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2006 • CenterStaging Corp. • Services-business services, nec • California
This Employment Agreement (this “Agreement”) is entered into as of September 1, 2006 by and between CenterStaging Corp. (the “Company”), and Paul Schmidman (the “Employee”).
Exhibit 10.6 AMENDED AND RESTATED LETTER AGREEMENT This Amended and Restated Letter Agreement is entered into as of April 1, 2004, by and between CenterStaging Musical Productions, Inc. (the "Company") and Roger Paglia (the "Executive"). The Company...Letter Agreement • August 19th, 2005 • Knight Fuller Inc • Services-business services, nec • California
ACQUISITION AGREEMENTAcquisition Agreement • November 10th, 2004 • Knight Fuller Inc • Communications services, nec • Nevada
AGREEMENT made this 1st day of November, 2004, by and between KNIGHT FULLER, INC., a Delaware corporation, (hereinafter “Knight Fuller”), and its subsidiary, PAYCELL, INC., a California corporation (hereinafter “PayCell”), CELTRON INTERNATIONAL, INC., a Nevada corporation (hereinafter “CLTR”), its subsidiary, ORBTECH HOLDINGS LIMITED, a South African corporation (hereinafter “Orbtech”,) and its operating subsidiary, CREDITPIPE (PTY) LTD., a South African corporation, (hereinafter “CreditPipe”),
PROMISSORY NOTEKnight Fuller Inc • November 22nd, 2005 • Services-business services, nec
FOR VALUE RECEIVED, the undersigned, CENTERSTAGING MUSICAL PRODUCTIONS, INC., a California corporation, whose address is 3407 Winona Ave, Burbank, California 91504, (the “Borrower”), promises to pay to the order of CHARLES LICO, a natural person, having his principal place of business at __________________________________ (the “Lender”), the principal sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), together with all interest accrued thereon under the terms hereof (the “Loan”).
AGREEMENT AND PLAN OF MERGER MERGING KFI PROPERTIES, L.P. INTO KNIGHT FULLER, INC.Agreement and Plan of Merger • June 21st, 2005 • Knight Fuller Inc • Services-business services, nec
AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2005 (the Agreement), among Knight Fuller, Inc., a Delaware corporation (the Company), and KFI Properties, L.P., a Delaware limited partnership (KFI Properties)
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • May 15th, 2006 • CenterStaging Corp. • Services-business services, nec
Reference is made to that certain promissory note dated January 28, 2005 (the “Note”), as amended, between CenterStaging Musical Productions, Inc., a California corporation, (the “Borrower”) and Charles Lico, a natural person, (the “Lender”). All terms defined in the Note shall have the same meaning in this Second Amendment, except as otherwise provided herein.
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,...CenterStaging Corp. • March 30th, 2007 • Services-business services, nec • Illinois
THIS Note, evidencing a loan (the “Loan” made on March 26, 2007 (the “Loan Origination Date”), is one of a duly authorized issue of Notes of CENTERSTAGING CORP., a Delaware corporation with offices at 3407 Winona Avenue, Burbank, CA 91504 (the “Maker”), designated as the Note (the “Note”), due not later than March 26, 2008, as adjusted at the Maker’s discretion pursuant to Section 7(c) hereto (“Maturity Date”), in an aggregate face amount of up to Two Million Four Hundred Thousand and Twenty Four and 00/100 Dollars ($2,400,024.00), as adjusted pursuant to Section 7(c) hereto (the “Maturity Amount”).
AGREEMENTAgreement • March 22nd, 2007 • CenterStaging Corp. • Services-business services, nec • California
This Agreement (this “Agreement”), dated as of March 19, 2007, is entered into by and between CenterStaging Corp., a Delaware corporation, with headquarters located at 3407 Winona Avenue, Burbank, California 91504 (the “Company”), and Montage Partners III, LLC, a Nevada limited liability company (the “Investor”), with reference to the following facts:
