ARTICLE I COLLATERAL; OBLIGATION SECURED ------------------------------Security Agreement • April 4th, 2005 • Tag Entertainment Corp • Blank checks • New York
WITNESSETH:Advisory Agreement • April 15th, 2005 • Tag Entertainment Corp • Blank checks • New York
WARRANTWarrant Agreement • April 4th, 2005 • Tag Entertainment Corp • Blank checks
EXECUTION COPY -------------- SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 3, 2005, is by and between TAG Entertainment Corp., a Delaware corporation formerly known as Power Marketing, Inc. (the...Securities Purchase Agreement • May 4th, 2005 • Tag Entertainment Corp • Blank checks • New York
SUBLEASE by and betweenSublease • April 12th, 2006 • Tag Entertainment Corp • Services-motion picture & video tape production • California
WARRANTWarrant Agreement • May 4th, 2005 • Tag Entertainment Corp • Blank checks
Amendment No. 1 To Agreement and Plan of Reorganization This Amendment No1 to the Agreement and Plan of Reorganization dated as of November 15, 2004 ("Original Agreement") between TAG Entertainment, Inc., Power Marketing, Inc. and PMKT Subsidiary...Agreement and Plan of Reorganization • November 29th, 2004 • Power Marketing Inc • Blank checks
EXHIBIT 10.4 ------------ REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 30, 2005, is by and between TAG ENTERTAINMENT CORP., a Delaware corporation (the "Company"), and SATELLITE STRATEGIC...Registration Rights Agreement • April 4th, 2005 • Tag Entertainment Corp • Blank checks • New York
Exhibit A to Warrant Agency Agreement dated , 2000 NUMBERWarrant Agency Agreement • February 4th, 2000 • Power Marketing Inc
WARRANT AGREEMENT POWER MARKETING, INC.Warrant Agreement • February 4th, 2000 • Power Marketing Inc • Delaware
EXECUTION COPY -------------- REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 3, 2005, is by and between TAG ENTERTAINMENT CORP., a Delaware corporation (the "Company"), and each of the entities...Registration Rights Agreement • May 4th, 2005 • Tag Entertainment Corp • Blank checks • New York
Exhibit 10.11 TAG ENTERTAINMENT, INC. DISTRIBUTION AGREEMENT- WORLDWIDE- MOTION PICTURE & TELEVISION Agreement made this ____ day of ___ 200__ by and between _________ Limited Partnership and having its principal place of business at 15230 Ventura...Distribution Agreement • April 15th, 2005 • Tag Entertainment Corp • Blank checks • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2007 • Tag Entertainment Corp • Services-motion picture & video tape production • New York
This Registration Rights Agreement (this ‘‘Agreement’’) is made and entered into as of December 14, 2006, by and among TAG Entertainment Corp., a Delaware corporation (the ‘‘Company’’), and the investor signatory hereto (the ‘‘Investor’’).
Exhibit 10.12 TAG ENTERTAINMENT, INC. Distribution Agreement- Worldwide- Home Entertainment This Agreement ("Agreement") is made and entered into as of __ day of _______ 200_, between _______________, Limited Partnership (the "Owner") and TAG...Distribution Agreement • April 15th, 2005 • Tag Entertainment Corp • Blank checks • California
Exhibit 10.10 March 23, 2005 TAG Entertainment Corp. 9166 South Santa Monica Blvd., 1st Floor Beverly Hills, CA 90212 RE: CONSULTING AGREEMENT BETWEEN TAG ENTERTAINMENT, INC. AND TRACY VON VECHREY DATED OCTOBER 1, 2004 ("AGREEMENT") Pursuant to the...Consulting Agreement • April 15th, 2005 • Tag Entertainment Corp • Blank checks
This guaranty is and is intended to be a continuing guaranty of payment and performance independent of and in addition any other guaranty, endorsement, collateral or other agreement held by TAG therefor or with respect thereto, whether or not furnished by Guarantor. Guarantor shall have no right of subrogation with respect to any payments made by Guarantor hereunder until all indebtednesss outstanding, or contracted or committed for (whether or not outstanding), are paid in full. This guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This guaranty shall be an open and continuous one and shall continue in full force and effect until the termination of the relationship between Mr. Vechrey and TAG as represented by the Agreement and the satisfaction by TAG (or waiver of such performance by Mr. Vechrey) of any obligations for payment thereunder to Mr. Vechrey.
EXHIBIT 10.3 ------------ SUBSIDIARY GUARANTY ------------------- THIS GUARANTY (this "Guaranty"), dated as of March 30, 2005 (the "Effective Date"), is made by TAG ENTERTAINMENT USA INC., a California corporation (the "Guarantor"), in favor of...Subsidiary Guaranty • April 4th, 2005 • Tag Entertainment Corp • Blank checks • New York
INDEPENDENT CONTRACTOR AGREEMENT This INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made and entered into as of this 16th day of August 2004 (the Effective Date) by and between: TAG Entertainment, Inc., a California corporation having its...Independent Contractor Agreement • April 15th, 2005 • Tag Entertainment Corp • Blank checks • Nevada
AMONGAgreement and Plan of Reorganization • October 20th, 2004 • Power Marketing Inc • Blank checks • Delaware
EXHIBIT 4.1 ----------- THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT...Note Agreement • April 4th, 2005 • Tag Entertainment Corp • Blank checks • New York
WITNESSETH;Assignment of Producer Fees • April 15th, 2005 • Tag Entertainment Corp • Blank checks • California
PERSONAL GUARANTYPersonal Guaranty • January 19th, 2007 • Tag Entertainment Corp • Services-motion picture & video tape production
THIS GUARANTY (the ‘‘Guaranty’’) is made and entered into this December 14, 2006, by STEVEN AUSTIN as guarantor (the ‘‘Guarantor’’), a California resident with principal home address located at , in favor of , as beneficiary (the ‘‘Beneficiary’’) with principal offices located at with respect to the Bridge Loan (the ‘‘Loan’’) described herein, each individually referred herein as a Party and collectively as the Parties, with respect to the facts set forth below.
PURCHASE AGREEMENTPurchase Agreement • January 19th, 2007 • Tag Entertainment Corp • Services-motion picture & video tape production • New York
This Purchase Agreement (this ‘‘Agreement’’) is dated as of December 14, 2006, between TAG Entertainment Corp., a Delaware corporation (the ‘‘Company’’), and the investor identified on the signature page hereto (the ‘‘Investor’’).
AMONGMerger Agreement • October 18th, 2004 • Power Marketing Inc • Blank checks • Delaware
ContractSecured Promissory Note and Security Agreement • April 5th, 2005 • Tag Entertainment Corp • Blank checks • California
THIS NOTE AND SECURITY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THIS NOTE REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT.
EXHIBIT 10.1 ------------ SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 30, 2005, is by and between TAG Entertainment Corp., a Delaware corporation formerly known as Power Marketing, Inc. (the...Securities Purchase Agreement • April 4th, 2005 • Tag Entertainment Corp • Blank checks • New York
SECURITY AGREEMENTSecurity Agreement • January 19th, 2007 • Tag Entertainment Corp • Services-motion picture & video tape production • New York
SECURITY AGREEMENT, dated as of December 14, 2006, made by TAG ENTERTAINMENT CORP. (the ‘‘Parent Borrower’’) located at 1333 Second Street. Suite 240, Santa Monica, CA 90401 (the ‘‘Parent Office’’) and TAG ENTERTAINMENT USA (the ‘‘Subsidiary Borrower’’, and together with the Parent Borrower, the ‘‘Borrowers’’, each a ‘‘Borrower’’) located at 1333 Second Street, Suite 240, Santa Monica, CA 90401 (the ‘‘Subsidiary Office’’) and to (the ‘‘Secured Party’’) having an address at .
