Stage II Apparel Corp. 1998 NONQUALIFIED STOCK OPTION PLAN-B OPTION AGREEMENTOption Agreement • May 14th, 1998 • Stage Ii Apparel Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
RecitalsStock Purchase Agreement • March 2nd, 1998 • Stage Ii Apparel Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
BACKGROUNDRegistration Rights Agreement • December 30th, 2002 • Magic Lantern Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein.
ContractMagic Lantern Group Inc • May 7th, 2004 • Services-educational services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGIC LANTERN GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
MAGIC LANTERN GROUP, INC. SECURITIES PURCHASE AGREEMENT April 28, 2004Securities Purchase Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
preemptive rights or, to such counsel's knowledge, rights of first refusal that have not been properly waived or complied with.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
This Stock Pledge Agreement (this "Agreement"), dated as of April 28, 2004, among Laurus Master Fund, Ltd. (the "Pledgee"), Magic Lantern Group, Inc., a New York corporation (the "Company"), Magicvision Media Inc., an Ontario Corporation, and Magic Lantern Communications Ltd., a Canadian Corporation, and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a "Pledgor" and collectively, the "Pledgors").
GUARANTY --------Cancellation Agreement • July 23rd, 1998 • Stage Ii Apparel Corp • Men's & boys' furnishgs, work clothg, & allied garments
DATED: DECEMBER 8, 1997 AMONG1 Purchase Agreement • December 10th, 1997 • Stage Ii Apparel Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
ContractMagic Lantern Group Inc • May 7th, 2004 • Services-educational services • New York
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 SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGIC LANTERN GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Stage II Apparel Corp. 350 Fifth Avenue, Suite 901 New York, NY 10118 INVENTORY SECURITY AGREEMENT Gentlemen: 1. As security for the prompt payment in full of all loans and advances made and to be made to you from time to time by us, in conjunction...Stage Ii Apparel Corp • May 14th, 1998 • Men's & boys' furnishgs, work clothg, & allied garments • New York
Stage II Apparel Corp. 350 Fifth Avenue New York, NY 10118 Re: Letter of Credit Agreement -------------------------- Ladies and Gentlemen: From time to time, in order to assist you in establishing or opening Letters of Credit with a bank or trust...Stage Ii Apparel Corp • May 14th, 1998 • Men's & boys' furnishgs, work clothg, & allied garments
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 2nd, 2004 • Magic Lantern Group Inc • Services-educational services • British Columbia
This Asset Purchase Agreement (the "Agreement"), dated November 2, 2003, is by an between Brett Robinson, an individual residing at 5351 Ludlow Road, Richmond, British Columbia (the "Buyer"), and Magic Lantern Group, Inc., a New York corporation with its principal office at 1075 North Service Road West, Suite 27 Oakville, Ontario L6M 2G2 (the "Seller").
EXHIBIT 10.2 RICHARD SISKIND 1385 Broadway - 24th Floor New York, NY 10018 August 23, 2001 VIA FAX AND US MAIL Alpha Omega Group, Inc. 350 Bedford Street - Suite 307 Stamford, CT 06901 RE: STOCK PURCHASE AGREEMENT DATED AUGUST 23, 2001 (THE "SPA")...Stage Ii Apparel Corp • August 30th, 2001 • Men's & boys' furnishgs, work clothg, & allied garments
This will confirm my agreement to vote all shares of the Company's common stock that I own beneficially, in connection with any vote by the Company's shareholder for approval for the transactions contemplated by the SPA, for the approval of those transactions. I understand the Investors are relying on this agreement as an inducement to enter into the SPA, and they shall be entitled to rely on this letter as if addressed to all of them.
MANAGEMENT AGREEMENT This Management Agreement is entered into as of February 26, 1998, between Stage II Apparel Corp. ("Stage II" or the "Company") , with its principal place of business at 350 Fifth Avenue, New York, NY 10118, and Richard Siskind...Management Agreement • March 2nd, 1998 • Stage Ii Apparel Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
MAGIC LANTERN GROUP, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T. Queensgate House South Church Street Grand Cayman, Cayman Islands
END -Stage Ii Apparel Corp • December 10th, 1997 • Men's & boys' furnishgs, work clothg, & allied garments
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2004 • Magic Lantern Group Inc • Services-educational services • Ontario
This Employment Agreement (the "Agreement") is made and entered into as of the 3rd day of November, 2003 (the "Effective Date") by and between Magic Lantern Group, Inc., of Oakville, Ontario, Canada (the "Company"), and Robert A. Goddard of Wakefield, Massachusetts (the "Executive").
SEC EXHIBIT 10.1 FACTORING AGREEMENT MILBERG FACTORS, INC. 99 Park Avenue New York, NY 10016 Gentlemen: We propose the following agreement with you, effective as of April 29, 1997 wherein we agree to retain you as our sole factor in accordance with...Factoring Agreement • May 27th, 1997 • Stage Ii Apparel Corp • Men's & boys' furnishgs, work clothg, & allied garments • New York
VIA FACSIMILE (212-541-4434) December 14, 2004 Laurus Master Fund, Ltd.Magic Lantern Group Inc • December 16th, 2004 • Services-educational services
END -Stage Ii Apparel Corp • March 2nd, 1998 • Men's & boys' furnishgs, work clothg, & allied garments
New York, New York -- STAGE II APPAREL CORP. (AMEX: SA) announced agreements for sale of a controlling interest by three of its principal shareholders to Richard Siskind, who will join the Company as CEO upon completion of the sale and related transactions. The agreements replace a purchase agreement announced in December 1997 for the Company's acquisition of Shorebreak Group, Inc. from Mr. Siskind.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 16th, 2002 • JKC Group Inc • Men's & boys' furnishgs, work clothg, & allied garments
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT ("Amendment No. 1") is entered into as of the 11th day of October, 2002 by and among JKC GROUP, INC., a New York corporation (the "Company"), JKC ALBERTA LTD., an Alberta corporation, and ZI CORPORATION, an Alberta corporation ("Zi").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 8th, 2002 • JKC Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Stock Purchase Agreement is entered into as of the 2nd day of August, 2002 by and among JKC Group, Inc., a New York corporation (the "Company"), JKC Alberta Ltd., an Alberta corporation ("Exchangeco"), and Zi Corporation, an Alberta corporation ("Zi").
ContractMagic Lantern Group Inc • April 14th, 2004 • Services-educational services • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL OF THE HOLDER SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) SUCH TRANSFER WOULD BE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. THERE IS NO AND THERE IS NOT GUARANTEED TO BE A PUBLIC MARKET FOR THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY CONVERSION HEREOF. INVESTORS SHOULD BE AWARE THAT THEY WOULD BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
Stage II Apparel Corp. 350 Fifth Avenue, Suite 901 New York, NY 10118 FACTORING AGREEMENT Ladies and Gentlemen: We are pleased to confirm the terms and conditions that will govern our funds in use accounting, notification factoring arrangement with...Stage Ii Apparel Corp • May 14th, 1998 • Men's & boys' furnishgs, work clothg, & allied garments • New York
SUBSIDIARY GUARANTYMagic Lantern Group Inc • May 7th, 2004 • Services-educational services • New York
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 Laurus Master Fund, Ltd. ("Laurus") to or for the account of Magic Lantern Group, Inc. ("Debtor") from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as "Guarantors " or "the undersigned") unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Debtor to Laurus and of all
MAGIC LANTERN GROUP, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • January 10th, 2005 • Magic Lantern Group Inc • Services-educational services • New York
SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this 29th day of December 2004 between Magic Lantern Group, Inc., a corporation organized under the laws of the State of New York, with offices at 1075 North Service Road West, Suite 27, Oakville, Ontario L6M 2G2 (the “Company”), and the undersigned (the “Subscriber”).
NATIONAL FINANCIAL COMMUNICATIONS CORP. CONSULTING AGREEMENTConsulting Agreement • February 11th, 2005 • Magic Lantern Group Inc • Services-educational services • Massachusetts
AGREEMENT made as of the 9th day of February, 2005 by and between Magic Lantern Group, Inc., maintaining its principal offices at 1075 North Service Rd. West, Suite 27, Oakville, Ontario L6M 2G2 (hereinafter referred to as "client") and National Financial Communications Corp. DBA/OTC Financial Network, a Commonwealth of Massachusetts corporation maintaining its principal offices at 300 Chestnut St, Suite 200, Needham, MA 02492 (hereinafter referred to as the "Company").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 10th, 2005 • Magic Lantern Group Inc • Services-educational services • New York
THIS REGISTRATION RIGHTS AGREEMENT, made as of January 4, 2005, by and between Magic Lantern Group, Inc., a New York corporation (the "Company"), and the person whose name appears on the signature page attached hereto (the "Holder”) issued in the private placement offering.
