EXHIBIT 10.11 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • London
BETWEENDistribution Agreement • October 14th, 1997 • Team Communication Group Inc • Services-motion picture & video tape distribution • New South Wales
PURCHASE AGREEMENT DATED: As of September __, 2000 BETWEEN: (1) TEAM COMMUNICATIONS GROUP, INC. 11818 Wilshire Boulevard, Second Floor Los Angeles, California 90025 (hereinafter called the "Seller" which expression shall where the context so permits...Purchase Agreement • November 21st, 2000 • Team Communications Group Inc • Services-motion picture & video tape distribution • New York
1 EXHIBIT 4.31 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 26, 1999, among Team Communications Group, Inc., a California corporation (the "Company") and the Persons identified...Registration Rights Agreement • August 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
1 EXHIBIT 4.30 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of July 26, 1999 , made by Team Communications Group, Inc., a California corporation ("Company" or "Debtor"), in favor of VMR Luxembourg, S.A., Chateau Woltz, 34 Rue Neuve, Remich, L5560...Security Agreement • August 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
1 EXHIBIT 1.0 TEAM COMMUNICATIONS GROUP, INC. 12300 Wilshire Boulevard, Suite 400 Los Angeles, California 90025 UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 1997 • Team Communication Group Inc • Services-motion picture & video tape distribution • New York
EXHIBIT 10.9 ACQUISITION AGREEMENTAcquisition Agreement • October 14th, 1997 • Team Communication Group Inc • Services-motion picture & video tape distribution
1 Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 11th day of October 1999 and by Dandelion Distribution Limited (or any successor entity) (the "Company"), a wholly owned subsidiary of Team...Employment Agreement • October 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • England and Wales
2 3 (e) The Shares are duly authorized and, when issued, delivered and paid for pursuant to this Agreement, will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights of any security holder of the Company. The...Underwriting Agreement • May 1st, 1997 • Team Communication Group Inc • New York
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of the 1st day of August, 1999 by and between TEAM COMMUNICATIONS GROUP, INC, a California company ("Company") and DREW S. LEVIN ("Executive"), in connection...Employment Agreement • November 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 7th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of the 1st day of August, 1999 by and between TEAM COMMUNICATIONS GROUP, INC, a California company ("Company") and DREW S. LEVIN ("Executive"), in connection...Employment Agreement • October 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
AMONGSecurities Purchase Agreement • August 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
Exhibit 4.41 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,...Warrant Agreement • August 8th, 2001 • Team Communications Group Inc • Services-motion picture & video tape production • New York
1 EXHIBIT 4.29 EXHIBIT A TO THE SECURITIES PURCHASE AGREEMENT THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS...Securities Purchase Agreement • August 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of the 1st day of January, 1997 by and between TEAM COMMUNICATIONS GROUP, INC, a California company ("Company") and DREW S. LEVIN ("Executive"), in connection...Employment Agreement • October 31st, 1997 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
1 EXHIBIT 10.28 October 26, 1999 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 15th day of November, 1999 by and Team Communications Group, Inc. ("Company") and Paula Fierman ("Executive"), in connection with...Employment Agreement • November 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
ARTICLE IConvertible Note • August 8th, 2001 • Team Communications Group Inc • Services-motion picture & video tape production • New York
1 EXHIBIT 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of the day of February 15 , 2000 by and between TEAM COMMUNICATIONS GROUP, INC, a California company ("Company") and DREW S. LEVIN...Employment Agreement • April 14th, 2000 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
1 EXHIBIT 10.19 December 22, 1998 As of November 22, 1998 Mr. Jonathan D. Shapiro 25439 Collette Way Calabasas CA 91302 Dear Mr. Shapiro: The following is to confirm the terms of your employment agreement with TEAM Communications Group, Inc. ("TEAM")....Employment Agreement • April 15th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution
EXHIBIT 4.21 EXHIBIT C TO THE SECURITIES PURCHASE AGREEMENT FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of [ ], 1999, among Team Communications Group, Inc., a California...Registration Rights Agreement • February 5th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • New York
RE: MERGER/ACQUISITIONLetter of Intent • March 29th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution
SECURITIES PURCHASE AGREEMENT Among TEAM COMMUNICATIONS GROUP, INC., and VMR S.A. LUXEMBOURGSecurities Purchase Agreement • August 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
5 6 (j) There is no action, suit, proceeding, inquiry, arbitration, mediation, investigation, litigation or governmental proceeding (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign,...Underwriting Agreement • May 28th, 1998 • Team Communication Group Inc • Services-motion picture & video tape distribution • New York
1 EXHIBIT 10.27 CONSULTING AGREEMENT THIS AGREEMENT is among TEAM COMMUNICATIONS GROUP, INC., a corporation organized under the laws of the State of California, whose address is 12300 Wilshire Boulevard, Suite 400, Los Angeles, California 90025...Consulting Agreement • August 26th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into this __ day of March 2001, to be effective as of February 12, 2001 (the "Effective Date"), by and between TEAM COMMUNICATIONS GROUP, INC., a California corporation (the...Employment Agreement • April 20th, 2001 • Team Communications Group Inc • Services-motion picture & video tape production • California
EMPLOYMENT AGREEMENT THIS AGREEMENT is made March 23, 2001, and is effective as of January 1, 2000, (the "Effective Date"), by and between TEAM COMMUNICATIONS GROUP, INC., a California corporation (herein referred to as the "Company"), and you, Eric...Employment Agreement • April 20th, 2001 • Team Communications Group Inc • Services-motion picture & video tape production • California
1 EXHIBIT 4.14 FINANCIAL ADVISORY AGREEMENT This Agreement is made on [Closing Date], by and between TEAM COMMUNICATIONS GROUP, INC., a California corporation having its principal office at 12300 Wilshire Blvd., Suite 400, Los Angeles, California...Financial Advisory Agreement • May 28th, 1998 • Team Communication Group Inc • Services-motion picture & video tape distribution • New York
1 EXHIBIT 10.19 RESTATED EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of this 29th day of October, 1999 by and between Team Communications Group, Inc. ("Company") and Jonathan D. Shapiro ("Executive"), in connection...Employment Agreement • November 19th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
1 EXHIBIT 10.22 CONSULTING AGREEMENT THIS AGREEMENT is among TEAM COMMUNICATIONS GROUP, INC., a corporation organized under the laws of the State of California, whose address is 12300 Wilshire Boulevard, Suite 400, Los Angeles, California 90025...Consulting Agreement • August 26th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • California
Exhibit 4.38 SUBSCRIPTION AGREEMENT Dear Subscriber: You (the "Subscriber") hereby agree to purchase, and Team Communications Group, Inc., a California corporation (the "Company") hereby agrees to issue and to sell to the Subscriber, Secured 8%...Subscription Agreement • August 8th, 2001 • Team Communications Group Inc • Services-motion picture & video tape production • New York
ANDRepresentative's Warrant Agreement • May 28th, 1998 • Team Communication Group Inc • Services-motion picture & video tape distribution • New York
Exhibit 4.39 SECURITY AGREEMENT ------------------ 1. Identification. -------------- This Security Agreement (the "Agreement"), dated May 30, 2001, is entered into by and between Team Communications Group, Inc., a California corporation ("Debtor"),...Security Agreement • August 8th, 2001 • Team Communications Group Inc • Services-motion picture & video tape production • New York
EXHIBIT 4.20 EXHIBIT B TO THE SECURITIES PURCHASE AGREEMENT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Warrant Agreement • February 5th, 1999 • Team Communication Group Inc • Services-motion picture & video tape distribution • New York
1 EXHIBIT 4.3 WARRANT AGREEMENT TEAM COMMUNICATIONS GROUP, INC. WARRANT AGREEMENT, dated as of __________, 1997, between Team Communications Group, Inc., a California corporation (the "Company"), and the parties set forth on Schedule 1 (the...Warrant Agreement • May 1st, 1997 • Team Communication Group Inc • California
