ContractDiamond Entertainment Corp • December 11th, 2006 • Services-motion picture & video tape distribution • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIAMOND ENTERTAINMENT CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 30, 2006, by and among Diamond Entertainment Corporation, a New Jersey corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
SECURITY AGREEMENTSecurity Agreement • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
This Security Agreement (the "Agreement"), dated as of November 30, 2006, is entered into by and between Diamond Entertainment Corporation, a New Jersey corporation ("Parent"), DMEC Acquisition Inc., a New Jersey corporation, Jewel Products International, Inc., a California corporation, ______________________ (each a "Guarantor" and together with Parent, each a “Debtor” and collectively the "Debtors"), and S. Michael Rudolph, as collateral agent acting in the manner and to the extent described in the Collateral Agent Agreement defined below (the "Collateral Agent"), for the benefit of the parties identified on Schedule A hereto (collectively, the "Lenders").
SECURED CONVERTIBLE NOTEDiamond Entertainment Corp • December 11th, 2006 • Services-motion picture & video tape distribution • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
This Agreement is dated as of the 30th day of November, 2006 among Diamond Entertainment Corporation, a New Jersey corporation (the "Company"), the parties identified on Schedule A hereto (each a “Subscriber”, and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):
