EXECUTION COPY REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of September 12, 2000 between Constellation 3D, Inc., a Florida corporation with offices at 230 Park Avenue,...Registration Rights Agreement • October 20th, 2000 • Constellation 3d Inc • Computer storage devices • New York
LOAN AGREEMENT By and BetweenLoan Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices • New York
REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made this 11th day of November 1999, by and between C3D Inc., a Florida corporation (the "Company"), and Wilbro Nominees Limited ("Wilbro"). W I T N E S S E T H: WHEREAS, the Agreement is executed...Registration Rights Agreement • December 27th, 1999 • C3d Inc • Services-prepackaged software • New York
EXHIBIT 10.3 DRAFT SEPTEMBER 10, 2001 SETTLEMENT AGREEMENT AND RELEASE Challis International Limited ("Challis"),Allgemeine Repraesentationsanstalt Postfach 539Am Schragen Weg 2 FL 9490 Vaduz Principality of Liechtenstein, Roderic Alexander Innes...Settlement Agreement • October 25th, 2001 • Constellation 3d Inc • Computer storage devices • New York
EXHIBIT 4.9 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER...Constellation 3d Inc • October 25th, 2001 • Computer storage devices
WARRANT AGREEMENT dated as of December 1, 1999 between C3D Inc., a Florida corporation (the "Company") and Sands Brothers & Co., Ltd. (hereinafter referred to variously as the "Holder" or "Sands Brothers"). W I T N E S S E T H: -------------------...Warrant Agreement • January 14th, 2000 • C3d Inc • Services-prepackaged software • New York
EXHIBIT 4.6 SECURITY AGREEMENT ------------------ This SECURITY AGREEMENT, dated as of October 1, 2001, is made by CONSTELLATION 3D, INC., a corporation organized under the laws of the State of Delaware (the "Company"), with its principal offices...Security Agreement • October 25th, 2001 • Constellation 3d Inc • Computer storage devices • New York
Exhibit 4.42 THESE SECURITIES HAVE 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 "1933 ACT"),...Constellation 3d Inc • August 14th, 2001 • Computer storage devices • New York
WHEREAS, Con Tech and the Company are parties to a certain Loan Agreement, of even date herewith (the "Company Loan Agreement"), pursuant to ---------------------- which Con Tech is providing a term loan facility of up to $20 million to the Company.Registration Rights Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices • New York
BACKGROUNDSubscription Agreement • December 27th, 1999 • C3d Inc • Services-prepackaged software • Florida
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement ("Agreement") is entered into as of October 19, 2001 between Constellation 3D, Inc., a Delaware corporation (the "Company") and each of the...Registration Rights Agreement • October 25th, 2001 • Constellation 3d Inc • Computer storage devices • New York
REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT is made this 24th day of December 1999, by and between C3D Inc., a Florida corporation (the "Company"), and Winnburn Advisory, a Nevis corporation ("Winnburn"). W I T N E S S E T H: WHEREAS, the Agreement...Registration Rights Agreement • December 27th, 1999 • C3d Inc • Services-prepackaged software • New York
EXHIBIT 4.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE TRANSFERRED, ASSIGNED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER...Constellation 3d Inc • October 25th, 2001 • Computer storage devices
AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT BetweenCommon Stock Purchase Agreement • August 24th, 2001 • Constellation 3d Inc • Computer storage devices • New York
This ASSIGNMENT AGREEMENT (this "Agreement") dated as of November 16, --------- 2001 is made by and among Constellation 3D Technology Limited, a corporation organized under the laws of the British Virgin Islands (the "Assignor"), TIC -------- Target...Assignment Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices • New York
November 15, 2001 The Gleneagles Fund Company II c/o The Palladin Group, L.P. 195 Maplewood Avenue Maplewood, New Jersey 07040 Attention: Mr. Maurice Hryshko Re: Termination of Amended and Restated Purchase Agreement...Letter Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices • New York
C3D INC.Purchase Agreement • December 27th, 1999 • C3d Inc • Services-prepackaged software • New York
CONSTELLATION 3D, INC. SECURITIES PURCHASE AGREEMENT March 23, 2000 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 23rd day of March, by and between Constellation 3D, Inc., a Florida corporation...Securities Purchase Agreement • March 31st, 2000 • C3d Inc • Services-prepackaged software • New York
EXHIBIT 10.38 EMPLOYMENT AGREEMENT BY AND BETWEEN CONSTELLATION 3D, INC.Employment Agreement • May 15th, 2001 • Constellation 3d Inc • Computer storage devices • New York
C3D INC.Purchase Agreement • December 27th, 1999 • C3d Inc • Services-prepackaged software • New York
EXHIBIT 4.7 SUBSIDIARY GUARANTEEAssumption Agreement • October 25th, 2001 • Constellation 3d Inc • Computer storage devices • New York
ANDEmployment Agreement • December 27th, 1999 • C3d Inc • Services-prepackaged software
STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement"), dated December 27, 1999, is made by and between C3D Inc., a Florida corporation ("Company") and Michael L. Goldberg, Esquire ("Optionee"). WHEREAS, Company desires to afford Optionee...Stock Option Agreement • January 14th, 2000 • C3d Inc • Services-prepackaged software • Florida
WHEREAS, it is a condition precedent to the Lender's obligation to make the loan to the Company under the Loan Agreement, of even date herewith, by and between the Lender and the Company (the "Loan Agreement") that the Company -------------- execute...Security Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices • New York
C3D INC., a Florida corporation, as Buyer CONSTELLATION 3D TECHNOLOGY LIMITED, a British Virgin Islands corporation, as SellerAsset Purchase Agreement • November 12th, 1999 • C3d Inc • Florida
LEASEConstellation 3d Inc • May 15th, 2001 • Computer storage devices
AMENDING AGREEMENTAmending Agreement • January 3rd, 2002 • Constellation 3d Inc • Computer storage devices
September 19, 2000 Constellation 3D, Inc. 230 Park Avenue, Suite 453 New York, New York 10169 Re: Additional Investment --------------------- Ladies and Gentlemen: On August 23, 2000, Halifax Fund, L.P. (the "Investor") invested $5,000,000 in...Constellation 3d Inc • October 6th, 2000 • Computer storage devices
Exhibit 4.7 SETTLEMENT AND RELEASE AGREEMENT This SETTLEMENT AND RELEASE AGREEMENT (the "Agreement"), executed this 31st day of May, 2001, is entered into by and among Constellation 3D, Inc., a Delaware corporation (the "Company"), Sands Brothers &...Settlement and Release Agreement • June 29th, 2001 • Constellation 3d Inc • Computer storage devices • New York
W I T N E S S E T H - - - - - - - - - -Restructuring Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices
OPTION AGREEMENT (this "Agreement"), dated as of November 16, 2001, by --------- and between Constellation 3D Technology Limited, a corporation organized under the laws of the British Virgin Islands (the "Holder") and Constellation 3D, ------ Inc., a...Option Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices • New York
CONSTELLATION 3D, INC. Registration Rights Agreement Registration Rights Agreement (the "Agreement") dated as of March 24, 2000 by and among Constellation 3D, Inc., a Florida corporation (the "Company"), and the investors listed on Exhibit A hereto...Registration Rights Agreement • March 31st, 2000 • C3d Inc • Services-prepackaged software • New York
Exhibit 4.44 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 13, 2001, by and between CONSTELLATION 3D, INC., a Delaware corporation, with headquarters located at 805 Third Avenue, 14th Floor, New...Registration Rights Agreement • August 14th, 2001 • Constellation 3d Inc • Computer storage devices • New York
Debenture Purchase Agreement ("Agreement") dated as of October 19, 2001 by and among CONSTELLATION 3D, INC., a Delaware corporation (the "Company"), and the entities listed as Purchasers on Schedule I attached to this Agreement (each ---------- a...Debenture Purchase Agreement • October 25th, 2001 • Constellation 3d Inc • Computer storage devices • New York
ARTICLE II. INVESTOR'S REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • November 30th, 2001 • Constellation 3d Inc • Computer storage devices • New York
