SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 24th, 2006 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2006 among Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT THEATER XTREME ENTERTAINMENT GROUP, INC.Theater Xtreme Entertainment Group, Inc • March 7th, 2007 • Retail-radio, tv & consumer electronics stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kinzer Technology, LLC, a Virginia limited liability company (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”), up to 460,600 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of each share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
BACKGROUNDAgreement and Plan of Merger • February 17th, 2005 • Theater Xtreme Entertainment Group, Inc • Non-operating establishments • Florida
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 24th, 2006 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October __, 2006, among Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
GUARANTY AND PLEDGE AGREEMENTGuaranty and Pledge Agreement • August 21st, 2007 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • Delaware
THIS GUARANTY AND PLEDGE AGREEMENT, dated this August 15, 2007, by and between SCOTT OGLUM, an individual residing at 115 Christina Landing, Wilmington, Delaware 19801 (“Guarantor”), and in favor of Stacy Lyn Giunta, (“Lender”).
WARRANT TO PURCHASE COMMON STOCK OF THEATER XTREME ENTERTAINMENT GROUP, INC.Theater Xtreme Entertainment Group, Inc • August 21st, 2007 • Retail-radio, tv & consumer electronics stores
This is to certify that, for value received, Stacy Lyn Giunta, or her assignees (the “Holder”) is entitled to purchase, subject to the provisions of this Warrant and that certain Promissory Note (the “Note”) dated the date hereof, in the principal amount of $25,000 by and between, inter alia, the Holder and Theater Xtreme Entertainment Group, Inc., a Delaware corporation (the “Company”), from the Company that number of shares of Common Stock of the Company determined in accordance with Section (a). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Note.
ContractManagement Agreement • July 29th, 2008 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • Delaware
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • November 30th, 2005 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • Florida
This Settlement and Release Agreement (the “Agreement”) is entered into November 29, 2005 among Scott R. Oglum, an individual (“Mr. Oglum”), Theater Xtreme Entertainment Group, Inc. (the “Company”) and the Initial Investors identified on the signature page hereto.
Re.: Financial Advisory and Investment Banking Agreement Dear Mr. Oberosler:Theater Xtreme Entertainment Group, Inc • May 9th, 2008 • Retail-radio, tv & consumer electronics stores • New York
American Capital Partners, LLC (“American”) is pleased to propose to Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”) this Financial Advisory and Investment Banking Agreement (“Agreement”). This Agreement provides for American to act as a non – exclusive financial and investment banking advisor (“Advisor”) on matters related to investment banking and corporate financing activities involving the Company.
June 27, 2008Theater Xtreme Entertainment Group, Inc • July 7th, 2008 • Retail-radio, tv & consumer electronics stores
STOCK OPTION AGREEMENTStock Option Agreement • October 12th, 2005 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • Florida
THIS STOCK OPTION AGREEMENT is made this ____ day of _________, 200_ by and between Theater Xtreme Entertainment Group, Inc., a Florida corporation (the "Company") and the individual who has signed the signature page of this Agreement (the "Optionee").
CONSULTING AGREEMENTConsulting Agreement • April 10th, 2008 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • Florida
This Consulting Agreement (this “Agreement”), effective as of April 9, 2008, is entered by and between Theater Xtreme Entertainment Group, Inc, a Florida corporation (the “Company”), and Draco Financial LLC, a Florida limited liability company (“Consultant”) (together the “Parties”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 24th, 2007 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • Delaware
THIS MANAGEMENT SERVICES AGREEMENT is dated July 1, 2007 (the “Effective Date”) by and between UNIVERSAL CAPITAL MANAGEMENT, INC., a Delaware corporation (“Manager”), and THEATER XTREME ENTERTAINMENT GROUP, INC., a Florida corporation (“TXEG”).
Form of 15% DebentureTheater Xtreme Entertainment Group, Inc • November 21st, 2006 • Retail-radio, tv & consumer electronics stores • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
July 23, 2008 Theater Xtreme Entertainment Group, Inc. Newark, DE 19702 Dear Mr. Oberosler:Theater Xtreme Entertainment Group, Inc • July 29th, 2008 • Retail-radio, tv & consumer electronics stores • New York
Theater Extreme Entertainment Group, Inc., a Florida corporation (hereinafter referred to as the “Client”) has agreed to engage Allen, Goddard, McGowan, Pak & Partners, LLC (“Allen Partners”) on a non-exclusive basis to perform services related to financial consulting and public relations matters (“Services”) pursuant to the terms and conditions of this Consulting Agreement (“Agreement”) as set forth herein.
FORM OF NON-CONVERTIBLE 10% DEBENTURETheater Xtreme Entertainment Group, Inc • October 24th, 2006 • Retail-radio, tv & consumer electronics stores • New York
FOR VALUE RECEIVED, Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Maker”), with its primary offices located at 250 Corporate Boulevard, Suites E & F, Newark, Delaware 19702, promises to pay to the order of ________________, or its registered assigns (the “Payee”), upon the terms set forth below, the principal sum of ______________ ($____________) plus interest on the unpaid principal sum outstanding at the rate of 10% per annum (this “Debenture”). Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement, dated October __, 2006 (the “Purchase Agreement”) shall have the respective meanings given such terms in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THEATER XTREME ENTERTAINMENT GROUP, INC. AND KINZER TECHNOLOGY, LLC DECEMBER 22, 2006Securities Purchase Agreement • December 27th, 2006 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2006 by and between Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”), and Kinzer Technology, LLC, a Virginia limited liability company (“Purchaser”).
Form of 15% DebentureTheater Xtreme Entertainment Group, Inc • November 27th, 2006 • Retail-radio, tv & consumer electronics stores • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE ON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THEATER XTREME ENTERTAINMENT GROUP, INC. AND KINZER TECHNOLOGY, LLC MARCH 6, 2007Securities Purchase Agreement • March 7th, 2007 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 6, 2007 by and between Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”), and Kinzer Technology, LLC, a Virginia limited liability company (“Purchaser”).
SECOND AMENDMENT TO THE DEBENTUREThe Debenture • January 7th, 2008 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores
Now, therefore, for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Payee hereby agree that the Debenture be and hereby is amended as follows:
KINZER TECHNOLOGY Richmond, Virginia 23233 March 25, 2008Theater Xtreme Entertainment Group, Inc • April 2nd, 2008 • Retail-radio, tv & consumer electronics stores
AMENDMENT TO THE WARRANT TO PURCHASE COMMON STOCK OF THEATER XTREME ENTERTAINMENT GROUP, INC.Theater Xtreme Entertainment Group, Inc • January 7th, 2008 • Retail-radio, tv & consumer electronics stores
Reference is made to that certain Warrant to Purchase Common Stock to Theater Xtreme Entertainment Group, Inc. issued as follows:
VOID AFTER 5:00 P.M., EASTERN TIME, ON DECEMBER 21, 2012, OR IF NOT A BUSINESS DAY, AS DEFINED HEREIN, AT 5:00 P.M., EASTERN TIME ON THE NEXT BUSINESS DAY. WARRANT TO PURCHASE ______________SHARES OF COMMON STOCK OF Theater Xtreme Entertainment Group,...Theater Xtreme Entertainment Group, Inc • January 7th, 2008 • Retail-radio, tv & consumer electronics stores • Delaware
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Company”), and intending to be legally bound hereby, the Company hereby grants to . and its registered, permitted assigns (collectively, the “Warrantholder”), subject to the terms and conditions hereof, the right and option to purchase fully-paid and nonassessable shares of the Company’s common stock, par value $.001 per share (the “Common Stock”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 5th, 2006 • Theater Xtreme Entertainment Group, Inc • Retail-radio, tv & consumer electronics stores • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into as of July 1, 2006, by and among Theater Xtreme Entertainment Group, Inc., a Florida corporation (the “Buyer”); Theaters 4U, LLC, a Pennsylvania limited liability company (the “Seller”); and Brian Wagner, Anthony Kilker and Kevin Hughes (collectively, the “Principals). The Buyer, the Seller and the Principals are collectively referred to in this Agreement as the “Parties.”
FORM OF LOCK-UP AGREEMENTTheater Xtreme Entertainment Group, Inc • October 24th, 2006 • Retail-radio, tv & consumer electronics stores
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, each Purchaser and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New
