ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF KUSHNERExchange Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.41 CONSULTING AGREEMENT THIS AGREEMENT, made, entered into, and effective this 6th day of January, 2004 (the "Effective Date"), by and between SOS Resource Services Inc., a New York Corporation with its principal place of business at 403 E....Consulting Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.37 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...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
EXHIBIT 10.40 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...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
EXHIBIT 10.55 CONSULTANT AGREEMENT This CONSULTANT AGREEMENT ("Agreement") is made as of this 24th day of March, 2004, by and among Cedric Kushner Promotions, Inc. (the "Company"), a Delaware corporation with an address at 1414 Avenue of the Americas,...Consultant Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.47 CONSULTING AGREEMENT AGREEMENT, effective of the day of , 2002 (the "Agreement"), by and between BULLDOG ENTERTAINMENT LLC (the "Consultant"), a New Jersey limited liability company having an address at 293 Eisenhower Parkway, Suite 250,...Consulting Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New Jersey
EXHIBIT 10.44 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...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
EXHIBIT 10.39 CEDRIC KUSHNER PROMOTIONS, INC. NOTE AND WARRANT PURCHASE AGREEMENT Cedric Kushner Promotions, Inc. 1414 Avenue of the Americas, Suite 1402 New York, NY 10019 Gentlemen: 1. The Loan. Subject to the terms of this Note and Warrant Purchase...Note and Warrant Purchase Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.38 THIS NOTE (AND ANY SECURITIES ISSUED UPON CONVERSION OF THIS NOTE) OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND IS BEING OFFERED AND SOLD IN RELIANCE ON...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
EXHIBIT 10.50 THIS NOTE IS ONLY CONVERTIBLE INTO SHARES OF COMMON STOCK UPON SHAREHOLDER APPROVAL TO INCREASE ITS AUTHORIZED AND THE COMPANY CANNOT GIVE ANY ASSURANCES THAT IT WILL RECEIVE SHAREHOLDER APPROVAL. IN THE EVENT THE COMPANY DOES NOT...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec
EXHIBIT 10.29 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...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
EXHIBIT 10.33 THIS NOTE (AND ANY SECURITIES ISSUED UPON CONVERSION OF THIS NOTE) OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND IS BEING OFFERED AND SOLD IN RELIANCE ON...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
EXHIBIT 10.52 SUPPLEMENT #2 TO THE PRIVATE PLACEMENT OFFERING OF CEDRIC KUSHNER PROMOTIONS, INC. THE DATE OF SUPPLEMENT IS MARCH 29, 2004 Reference is hereby made to the Subscription Agreement relating to the offering by Cedric Kushner Promotions,...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec
EXHIBIT 10.51 SUPPLEMENT #1 TO THE PRIVATE PLACEMENT OFFERING OF CEDRIC KUSHNER PROMOTIONS, INC. THE DATE OF SUPPLEMENT IS MARCH 19, 2004 Reference is hereby made to the Subscription Agreement relating to the offering by Cedric Kushner Promotions,...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec
EXHIBIT 10.42 Cedric Kushner Promotions, Inc. 1414 Avenue of the Americas Suite 1402 New York, NY 10019 Tel: (212) 755-1944 Fax: (631) 755-1989 January 30, 2004 Mr. Salvatore Russo SOS Resource Services, Inc. 403 E. Main St. Port Jefferson, NY 11777...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec
EXHIBIT 10.45 THIS NOTE (AND ANY SECURITIES ISSUED UPON CONVERSION OF THIS NOTE) OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND IS BEING OFFERED AND SOLD IN RELIANCE ON...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
EXHIBIT 10.28 THIS NOTE (AND ANY SECURITIES ISSUED UPON CONVERSION OF THIS NOTE) OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND IS BEING OFFERED AND SOLD IN RELIANCE ON...Cedric Kushner Promotions Inc • June 25th, 2004 • Sporting & athletic goods, nec • New York
