ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • August 21st, 2000 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
EXHIBIT 4.1 Advisory and Consulting AgreementsConsulting Agreement • November 1st, 2001 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
EXHIBIT 10.62 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,...Diamond Entertainment Corp • May 10th, 2007 • Services-motion picture & video tape distribution • New York
EXHIBIT 10.16 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 11, 2000, by and among Diamond Entertainment Corporation, a New Jersey corporation, with headquarters located at 800 Tucker Lane,...Securities Purchase Agreement • August 21st, 2000 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
Exhibit 10.32 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated this 16th day of November, 2001 (this "Agreement"), between Diamond Entertainment Corporation, a New Jersey corporation with principal executive offices located at 800...Registration Rights Agreement • April 19th, 2002 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
ARTICLE IDiamond Entertainment Corp • May 10th, 2007 • Services-motion picture & video tape distribution • New York
OFDiamond Entertainment Corp • April 19th, 2002 • Services-motion picture & video tape distribution • California
WITNESSETH:Lease Agreement • December 24th, 1998 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New Jersey
Number of Shares/Options ------------------------ 4.1(a) 1,400,000 4.1(b) 1,400,000 4.1(c) 1,900,000 4.1(d) 400,000 4.1(e) 250,000Consulting Agreement • February 25th, 1999 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • Texas
Exhibit 10.13(1) STANDARD SUBLEASE 1. Parties. This Sublease, dated, for reference purposes only, November 13, 1998, is made by and between Diamond Entertainment Corporation, Inc., a California Corporation ("Sublessor") and Vigor Sports Inc., a...Diamond Entertainment Corp • December 24th, 1998 • Services-motion picture & video tape distribution
RECITALEmployment Agreement • December 24th, 1998 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
Exhibit 10.38 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated this 16th day of November, 2001 (this "Agreement"), between Diamond Entertainment Corporation, a New Jersey corporation with principal executive offices located at 800...Registration Rights Agreement • April 19th, 2002 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
Exhibit 10.39 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") dated as of January 30, 2002, between Diamond Entertainment Corporation, a New Jersey corporation with principal executive offices located at 800 Tucker...Securities Purchase Agreement • April 19th, 2002 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
EXHIBIT 10.64 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "AGREEMENT")made as of this 4th day of May, 2007, by and among Diamond Entertainment Corporation, a New Jersey corporation having its principal place of business at 800...Agreement and Plan of Merger • May 10th, 2007 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New Jersey
EXHIBIT 4.1 Advisory and Consulting AgreementsConsulting Agreement • August 9th, 2001 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
EXHIBIT 10.45 STANDARD INDUSTRIAL LEASE 1. PARTIES. This Lease, dated, for reference purposes only, January 6, 2000 between William K. Vogel (herein called "Lessor") and American Top Real Estate Co., Inc. and Diamond Entertainment (herein called...Diamond Entertainment Corp • July 16th, 2002 • Services-motion picture & video tape distribution • California
EXHIBIT 10.25 CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement") made as of June 1, 2000, by and between Peter Benz, 543 Virginia Avenue, San Mateo, CA 94402 ("Consultant") and Diamond Entertainment Corporation with offices at...Consulting Agreement • August 21st, 2000 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
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”).
CONSULTING AGREEMENTConsulting Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
RECITALEmployment Agreement • December 24th, 1998 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
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:
Exhibit 10.63 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT ----------------------------------------- This Amendment No. 1 to Subscription Agreement and additional documents ("Transaction Documents") dated among Diamond Entertainment Corporation (the...Subscription Agreement • May 10th, 2007 • Diamond Entertainment Corp • Services-motion picture & video tape distribution
Exhibit 10.5Amended Employment Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
CONSULTING AGREEMENTConsulting Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
AGREEMENT OF MERGER BETWEEN BEYOND DESIGN CORPORATION AND BDC ACQUISITION, INC.Agreement of Merger • May 16th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution
AGREEMENT OF MERGER dated this 13th day of May, 1997, by and between Beyond Design Corporation, a California corporation, herein called the surviving corporation and BDC Acquisition, Inc., a New Jersey corporation, herein called the merging corporation.
Exhibit 10.11 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS 1. Basic Provisions ("Basic Provisions") 1.1 Parties: This Lease ("Lease"), dated for reference purposes only, NOVEMBER 1, 1995 is made by and between Marquardt Associates...Diamond Entertainment Corp • December 24th, 1998 • Services-motion picture & video tape distribution
SUBSCRIPTION AGREEMENT DIAMOND ENTERTAINMENT CORPORATION a New Jersey CorporationSubscription Agreement • June 29th, 2004 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
The undersigned (the "Subscriber") understands that Diamond Entertainment Corporation, a New Jersey corporation (the "Company") is offering for sale 22,500,000 shares of common stock of the Company in consideration of cash at $0.01 per share for an aggregate total of $225,000.
Exhibit 10.1Consulting Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution
Following our meeting this morning, the EMCO/Hanover Group, Inc. ("EMCO/Hanover") will begin immediately, in a financial advisory capacity, to assist Diamond Entertainment Corporation ("Diamond" or the Company) in five specific area. These will include: (1) refinancing of the Company's present working of capital facility, currently at C.I.T. Financial; (2) accounts payable restructuring, if appropriate; (3) the disposition of certain real estate holding; (4) investor relations; and (5) potential merger/acquisition candidate(s) (collectively defined as the "Assignment"). The period of this Assignment will be six months.
Exhibit 10.7Employment Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
Exhibit 4.5 Consulting Agreement dated as of April 1, 1996 between the Corporation and Peter Benz. CONSULTING AGREEMENT AGREEMENT entered into as of the 1st day of April 1996, between Diamond Entertainment Corporation, a New Jersey corporation (the...Consulting Agreement • March 27th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
Consulting Agreement dated as of September 1, 1997 between the Corporation and Murray Scott.Consulting Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2004 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement) dated as of March 31, 2004, by and among Stonestreet Limited Partnership. (“Stonestreet LP”), Stonestreet Corporation (“Stonestreet Corp.”), Filter International (“Filter”) and Joe Kaufman (“Kaufman”, together with Stonestreet LP, Stonestreet Corp and Filter, the "Sellers") and Longview Fund LP (“Longview”) and “Chen Chien Yeh”, ( together with Longview, the "Buyers").
Exhibit 10.10 STANDARD SUBLEASE 1. Parties. This Sublease, dated, for reference purposes only, July 30, 1998, is made by and between Shinho Electronics & Communication, Inc., a California Corporation ("Sublessor") and Diamond Entertainment...Diamond Entertainment Corp • December 24th, 1998 • Services-motion picture & video tape distribution
