CONSULTING AGREEMENT -------------------- This Consulting Agreement (the "Agreement") is made this 24th day of September, 2005, by and between Cedric Kushner Promotions, Inc. and Ckrush Sports, Inc., on the one hand (the "Company"), each having an...Consulting Agreement • October 6th, 2005 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
AMENDMENT TO LEASE #2Lease Agreement • July 7th, 1998 • Outlook Sports Technology Inc
OFOperating Agreement • July 8th, 2005 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • Delaware
OUTLOOK SPORTS TECHNOLOGY, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 1998 • Outlook Sports Technology Inc • Sporting & athletic goods, nec
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of June 28, 2005, by and between CKRUSH ENTERTAINMENT, INC., a Delaware corporation with its principal place of business located at 1414 Avenue of the...Security Agreement • July 5th, 2005 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New Jersey
EXHIBIT 10 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), dated as of the 13th day of February, 2006, is entered by and between Ckrush, Inc., a Delaware corporation (the "Company"), located at 1414 Avenue of the...Executive Employment Agreement • February 17th, 2006 • Ckrush, Inc. • Sporting & athletic goods, nec • New York
SETTLEMENT AGREEMENT Settlement Agreement (the "Agreement") dated March 31, 2006 by and among Ckrush, Inc., a Delaware corporation, formerly known as Cedric Kushner Promotions, Inc. (the "Company"), Big Content, Inc., a wholly- owned subsidiary of the...Settlement Agreement • April 14th, 2006 • Ckrush, Inc. • Sporting & athletic goods, nec • New York
WITNESSETH:Consulting Agreement • November 19th, 2002 • Zenascent Inc • Sporting & athletic goods, nec • New York
SUBSCRIPTION AGREEMENT May __, 2005 Ckrush Entertainment, Inc. 1414 Avenue of the Americas Suite 406 New York, New York 10019 Ladies and Gentlemen: 1. Subscription. The undersigned (referred to herein as the "undersigned" or the "Investor") hereby...Subscription Agreement • July 5th, 2005 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
Granted byNonqualified Stock Option Agreement • October 8th, 1998 • Outlook Sports Technology Inc • Sporting & athletic goods, nec
ARTICLE I. Termination of License AgreementSettlement Agreement • July 7th, 1998 • Outlook Sports Technology Inc • Florida
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF KUSHNERExchange Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
Exhibit 10.25 SUBLEASE AGREEMENT The parties agree as follows: Date of this July 12, 1996 Sublease: Parties to this Overtenant: Tom Rochon Sublease: Address for notices: 100 Grand Street, 6th floorSublease Agreement • July 7th, 1998 • Outlook Sports Technology Inc
EXHIBIT 10.38 THIS NOTE (AND ANY SECURITIES ISSUED UPON CONVERSION OF THIS NOTE) OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND IS BEING OFFERED AND SOLD IN RELIANCE ON...Note Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.30 CONSULTING AGREEMENT AGREEMENT, effective of the 1st day of July 1999 (the "Agreement"), by and between Gary A. Rogers (the "Consultant") and Outlook Sports Technology, Inc. (the "Company"), with its principal offices located at 100...Consulting Agreement • October 29th, 1999 • Outlook Sports Technology Inc • Sporting & athletic goods, nec • New York
SECURITY AGREEMENT Hippo, Inc. (the "Debtor") hereby grants to Stanley Berger (the "Secured Party") a security interest in all of its accounts receivable, whether now existing or hereafter arising, and all proceeds of such receivables to secure the...Security Agreement • July 7th, 1998 • Outlook Sports Technology Inc
EXHIBIT BWarrant Agreement • August 13th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
AMENDMENT TO LEASE #1 ---------------------Lease Amendment • July 7th, 1998 • Outlook Sports Technology Inc
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of the first day of February 1, 2001, by and between ZENASCENT, INC., a Delaware corporation maintaining its principal offices at 1 World Trade Center, Suite 7967, New York,...Employment Agreement • April 29th, 2002 • Zenascent Inc • Sporting & athletic goods, nec • New York
ZENASCENT, INC.Merger Agreement • May 15th, 2002 • Zenascent Inc • Sporting & athletic goods, nec • New York
CONSULTING AGREEMENT -------------------- THIS AGREEMENT (this "Agreement") is made effective as of the 12th day of October, 2006, between Joe Abrams (the "Consultant"), and Ckrush, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company...Consulting Agreement • October 17th, 2006 • Ckrush, Inc. • Sporting & athletic goods, nec • New York
REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement is made and entered into as of November 1, 2005 (this "Agreement"), by and between Cedric Kushner Promotions, Inc., a Delaware corporation (the "Company"),...Registration Rights Agreement • December 27th, 2005 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
ZENASCENT, INC.Warrant Agreement • April 29th, 2002 • Zenascent Inc • Sporting & athletic goods, nec • New York
Exhibit 10.12 Form of Note and Warrant Purchase Agreement CEDRIC KUSHNER PROMOTIONS, LTD. NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT is made as of the ___ day of _______, 200_ (the "EFFECTIVE DATE") by and among...Note and Warrant Purchase Agreement • May 15th, 2002 • Zenascent Inc • Sporting & athletic goods, nec • New York
OPERATING AGREEMENT OF CKRUSH DISTRIBUTION, LLC A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • May 31st, 2006 • Ckrush, Inc. • Sporting & athletic goods, nec • Delaware
EXHIBIT 10.55 CONSULTANT AGREEMENT This CONSULTANT AGREEMENT ("Agreement") is made as of this 24th day of March, 2004, by and among Cedric Kushner Promotions, Inc. (the "Company"), a Delaware corporation with an address at 1414 Avenue of the Americas,...Consultant Agreement • June 25th, 2004 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec • New York
EXHIBIT 10.32 CONSULTING AGREEMENT AGREEMENT, effective of the 26th day of October 1999 (the "Agreement"), by and between Capital York, Inc. (the "Consultant") and Outlook Sports Technology, Inc. (the "Company"), with its principal offices located at...Consulting Agreement • October 29th, 1999 • Outlook Sports Technology Inc • Sporting & athletic goods, nec • New York
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ______________ INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE -------------------------- ------------------------------------------------------ THIS IS TO CERTIFY THAT is the owner of...Stock Certificate • July 7th, 1998 • Outlook Sports Technology Inc
transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued under and subject to the laws of the State of Delaware and to the Certificate of Incorporation and Bylaws of the Corporation, all as in effect from time to time. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION...Conversion Agreement • June 21st, 2005 • Cedric Kushner Promotions Inc • Sporting & athletic goods, nec
REPRESENTATIVE'S WARRANT AGREEMENTRepresentative's Warrant Agreement • February 11th, 1999 • Outlook Sports Technology Inc • Sporting & athletic goods, nec • New York
Exhibit 10.11 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement"), dated as of May 1, 2002, is between ZENASCENT, INC., a corporation organized under the laws of the State of Delaware, whose address is 1 Montauk Highway, Southampton, NY...Consulting Agreement • May 15th, 2002 • Zenascent Inc • Sporting & athletic goods, nec • New York
RECITALSConsulting Agreement • May 15th, 2002 • Zenascent Inc • Sporting & athletic goods, nec • New York
Granted byIncentive Stock Option Agreement • October 8th, 1998 • Outlook Sports Technology Inc • Sporting & athletic goods, nec
Exhibit 10.28 AGREEMENT This agreement ("Agreement") is made by and between G. Day Associates, Inc. ("GDA"), and Outlook Sports Technology, Inc. ("Company"), as of the 1st day of September, 1998 in the following circumstances: WHEREAS, the directors...Sponsorship Agreement • October 8th, 1998 • Outlook Sports Technology Inc • Sporting & athletic goods, nec • Florida
Exhibit 10.40 WARRANT AGREEMENT WARRANT AGREEMENT dated as of _______________,1998 (and effective as of ______________, 1998) between Outlook Sports Technology, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and...Warrant Agreement • October 8th, 1998 • Outlook Sports Technology Inc • Sporting & athletic goods, nec • Georgia
