ARTICLE ILease Agreement • September 6th, 2001 • Rascals International Inc • New Jersey
SUBSCRIPTION AGREEMENT June 28, 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 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New York
RECITALS --------Agreement and Plan of Reorganization • September 6th, 2001 • Rascals International Inc
ARTICLE 1. DEFINITIONS AND INTERPRETATIONSSecurity Agreement • November 21st, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
AGREEMENTAgreement • September 6th, 2001 • Rascals International Inc
RECITALS:Pledge and Escrow Agreement • November 21st, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
ARTICLE 1.Security Agreement • March 25th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
Exh. 10-a TERMINATION OF MANAGEMENT AGREEMENT This Agreement is made as of the 18th day of August, 2006, by and between RMI Montclair, Inc., a New Jersey corporation having its principal place of business in New Jersey ("RMI"), and Headliners...Termination of Management Agreement • August 21st, 2006 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
Exhibit 99. c. STOCK SECURITY AND PLEDGE AGREEMENT THIS STOCK SECURITY AND PLEDGE AGREEMENT ("Agreement") made and entered on this 27th day of January, 1999, by and among The Farmers & Merchants National Bank, 53 South Laurel Street, Bridgeton, New...Stock Security and Pledge Agreement • December 6th, 2001 • Rascals International Inc • Services-amusement & recreation services • New Jersey
Section 1.4. "Advance Notice Date" shall mean each date the Company delivers to the Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement. No Advance Notice Date shall be less than...Equity Distribution Agreement • March 18th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (the "Agreement") is made and entered into as of March 21, 2005 (the "Effective Date") by and among CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Pledgee") and...Pledge and Escrow Agreement • March 25th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
ARTICLE 1.Security Agreement • July 5th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
PRIVATE PLACEMENT OFFERING SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE THE SECURITIES, INCLUDING THE UNDERLYING SECURITIES, THAT ARE THE SUBJECT OF THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE...Private Placement Offering Subscription Agreement • September 6th, 2001 • Rascals International Inc • New York
SETTLEMENT AGREEMENTSettlement Agreement • July 27th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
Exhibit 10-h MANAGEMENT AGREEMENTH Management Agreement • June 9th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services
Exh. 10-b SEPARATION AGREEMENT This Agreement is made as of the 18th day of August, 2006 by and between Headliners Entertainment Group, Inc., a Delaware corporation having its principal place of business in Montclair, New Jersey, ("HLEG") and Eduardo...B Separation Agreement • August 21st, 2006 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
OMNIBUS MODIFICATION AGREEMENT AGREEMENT made this 22nd day of November, 2004 by and among HEADLINERS ENTERTAINMENT GROUP, INC., a Delaware corporation with offices at 501 Bloomfield Avenue, Montclair, NJ 07042 ("Headliners"), PAUL BUTLER, with...Omnibus Modification Agreement • December 7th, 2004 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services
AGREEMENTAgreement • February 26th, 2007 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services
THIS AGREEMENT (this “Agreement”) dated February 20 2007, is entered into between CORNELL CAPITAL PARTNERS, LP (the “Purchaser”) and HEADLINERS ENTERTAINMENT GROUP, INC. (the “Company”).
CONSOLIDATED ACQUISITION AGREEMENT AGREEMENT made this 29th day of March, 2005 by and among HEADLINERS ENTERTAINMENT GROUP, INC., a Delaware corporation with offices at 501 Bloomfield Avenue, Montclair, NJ 07042 ("Headliners"), PAUL BUTLER, with...Securities Pledge Agreement • April 4th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
COVENANT, GUARANTY AND ESCROW AGREEMENT DATE February 2, 2006 PARTIES Guarantors "Headliners" Headliners Entertainment Group, Inc. 501 Bloomfield Avenue, Montclair NJ 07042 "G&H" G&H Management, LLC 501 Bloomfield Avenue, Montclair NJ 07042...Guaranty and Escrow Agreement • February 14th, 2006 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services
AMENDED AND RESTATED Exhibit 10-f CONSOLIDATED ACQUISITION AGREEMENT AGREEMENT made this 6th day of June, 2005 by and among HEADLINERS ENTERTAINMENT GROUP, INC., a Delaware corporation with offices at 501 Bloomfield Avenue, Montclair, NJ 07042...Securities Pledge Agreement • June 9th, 2005 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
No. CCP-1 $3,000,000 HEADLINERS ENTERTAINMENT GROUP, INC. Secured Convertible Debenture Due December 28, 2006 This Secured Convertible Debenture (the "Debenture"), dated June 28, 2005, is issued by HEADLINERS ENTERTAINMENT GROUP, INC., a Nevada...Headliners Entertainment Group, Inc. • July 5th, 2005 • Services-amusement & recreation services
No. CCP-2 $7,953,698 HEADLINERS ENTERTAINMENT GROUP, INC. Secured Convertible Debenture Due July 1, 2007 This Secured Convertible Debenture (the "Debenture") is issued by HEADLINERS ENTERTAINMENT GROUP, INC., a Delaware corporation (the "Obligor"), to...Headliners Entertainment Group, Inc. • August 23rd, 2005 • Services-amusement & recreation services
Exh. 10-e INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 17, 2005, by and among HEADLINERS ENTERTAINMENT GROUP, INC., a Delaware corporation (the "Company"), and the undersigned...Investor Registration Rights Agreement • February 27th, 2006 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New Jersey
EXHIBIT 10-j SHOPPING CENTER LEASE AGREEMENT made this 28th day of November 2003, by and between the following parties: Landlord: EklecCo L.L.C. a limited liability company organized and existing under the laws of the State of New York with its...Center Lease • December 7th, 2004 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • New York
EXHIBIT 10-f STANDBY EQUITY DISTRIBUTION AGREEMENT AGREEMENT dated as of the 2nd day of June 2004 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and HEADLINERS ENTERTAINMENT GROUP INC., a...Equity Distribution Agreement • December 7th, 2004 • Headliners Entertainment Group, Inc. • Services-amusement & recreation services • Delaware
May 21, 2004Headliners Entertainment Group, Inc. • December 7th, 2004 • Services-amusement & recreation services
