RECITALSConsulting Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • Utah
ANNEX I TO SECURITIES PURCHASE AGREEMENT (PROTOTYPE FOR EACH ISSUANCE) FORM OF DEBENTURE 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...Securities Purchase Agreement • February 15th, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments
ANNEX V TO SECURITIES PURCHASE AGREEMENT (PROTOTYPE FOR EACH ISSUANCE) FORM OF WARRANT 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...Warrant Agreement • February 15th, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
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...Common Stock Purchase Warrant • July 7th, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
CONSULTING AGREEMENT THIS AGREEMENT, made, entered into this 28th day of September, 2004(the "Effective Date"), by and between Scott Mac Caughern, an individual (hereinafter referred to as "Consultant"), and Conspiracy Entertainment Holdings, a Utah...Consulting Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • California
ANNEX IV TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 31, 2005 (this "Agreement"), is made by and between CONSPIRACY ENTERTAINMENT HOLDINGS, INC., a Utah corporation with...Registration Rights Agreement • February 15th, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of January 31, 2005 (this "Agreement"), is entered into by and between CONSPIRACY ENTERTAINMENT HOLDINGS, INC., a Utah corporation with headquarters located at 612 Santa Monica...Securities Purchase Agreement • February 15th, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
betweenSoftware License Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • California
CONFIDENTIAL LICENSE AGREEMENT FOR GAME BOY ADVANCE (WESTERN HEMISPHERE) THIS LICENSE AGREEMENT ("Agreement") is entered into between NINTENDO OF AMERICA INC. ("NOA"), at 4820 150th Avenue N.E., Redmond, WA 98052 Attn: General Counsel (Fax:...License Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • Washington
RECITALSConsulting Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • Utah
CONSPIRACY ENTERTAINMENT CORPORATION EMPLOYMENT AGREEMENT This Agreement is entered into as of January 1, 2002 (the "Effective Date") by and between CONSPIRACY ENTERTAINMENT CORPORATION (the "Company") and Keith Tanaka ("Employee"). In consideration...Employment Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • California
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2011 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March __, 2011, by and among Conspiracy Entertainment Holdings, Inc., a Utah corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (each a “Subscriber” and collectively “Subscribers”).
Exhibit 10.05 ANNEX IV TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 31, 2004 (this "Agreement"), is made by and between CONSPIRACY ENTERTAINMENT HOLDINGS, INC., a Utah...Registration Rights Agreement • September 3rd, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
CONSPIRACY ENTERTAINMENT CORPORATION EMPLOYMENT AGREEMENT This Agreement is entered into as of January 1, 2002 (the "Effective Date") by and between CONSPIRACY ENTERTAINMENT CORPORATION (the "Company") and Sirus Ahmadi ("Employee"). In consideration...Employment Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • California
EXHIBIT 4.7 SUPPLEMENT NO. 1, dated as of September 28, 2004 (this "Supplement"), between CONSPIRACY ENTERTAINMENT HOLDINGS, INC. (the "Company") and WHALEHAVEN CAPITAL FUND LIMITED (the "Supplement Lender"), to Securities Purchase Agreement, dated as...Supplement • November 16th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2010 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 17, 2010, by and among Conspiracy Entertainment Holdings, Inc., a Utah corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (each a “Subscriber” and collectively “Subscribers”).
RECITALSSecurity Interest Agreement • February 15th, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
ANNEX II TO SECURITIES PURCHASE AGREEMENT JOINT ESCROW INSTRUCTIONS Dated as of the date of the Securities Purchase Agreement to Which These Joint Escrow Instructions Are Attached Krieger & Prager LLP 39 Broadway, Suite 1440 New York, New York 10006...Joint Escrow Instructions • February 15th, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments
SECOND AMENDMENT, MODIFICATION AND CONSENT TO TRANSACTION DOCUMENTS AGREEMENT Agreement made this 11th day of August, 2006 ("Second Amendment") among Conspiracy Entertainment Holdings, Inc., a Utah corporation (the "Company"), and the signators hereto...Amendment, Modification and Consent to Transaction Documents Agreement • August 17th, 2006 • Conspiracy Entertainment Holdings Inc • Non-operating establishments
NOTENote • August 22nd, 2005 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
LICENSED PUBLISHER AGREEMENT LICENSED PUBLISHER AGREEMENT, entered into as of the 2nd day of October 2000 (the "Agreement" or 'TPA"), by and between SONY COMPUTER ENTERTAINMENT AMERICA INC., with offices at 919 E. Hillsdale Boulevard, Foster City, CA...Licensed Publisher Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • California
AMENDMENT AGREEMENTAmendment Agreement • April 15th, 2010 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
THIS AMENDMENT AGREEMENT (this “Agreement”), dated as of December 16, 2009 is entered into by and between Conspiracy Entertainment Holdings, Inc., a Utah corporation (the “Company”) and each of the purchasers holders identified on the signature pages hereof (the “Purchasers”). Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Purchase Agreements (each as defined below).
MICROSOFT CORPORATION XBOXRM PUBLISHER LICENSE AGREEMENT This License Agreement (the "Agreement") is entered into and effective as of September 28, 2000 (the "Effective Date") by and between MICROSOFT CORPORATION, a Washington corporation...Xboxrm Publisher License Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • Washington
October 7, 2003Closing Agreement • October 22nd, 2003 • Conspiracy Entertainment Holdings Inc • Non-operating establishments
CLOSING AGREEMENTClosing Agreement • October 22nd, 2003 • Conspiracy Entertainment Holdings Inc • Non-operating establishments
This Closing Agreement (the “Agreement”) is entered into on August 11, 2003 among Lance Systems, Inc., a Utah corporation (“Lance”), Wallace Boyack, John Spicer and Conspiracy Entertainment Corporation, a California corporation (“Conspiracy”) (Lance and Messrs. Boyack and Spicer are together referred to as the “Lance Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 5th, 2007 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of March 30, 2007, by and among Conspiracy Entertainment Holdings, Inc., a Utah corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
ARTICLE ISecured Convertible Note • August 17th, 2006 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • New York
1. DEFINITION OF TERMS 1 2. LICENSE GRANT 3 3. DEVELOPMENT OF LICENSED PRODUCTS 3 4. LIMITATIONS ON LICENSES; RESERVATION OF RIGHTS 4 5. QUALITY STANDARDS FOR THE LICENSED PRODUCTS 5 6. MANUFACTURE OF THE LICENSED PRODUCTS 7 7. MARKETING AND...Licensed Publisher Agreement • November 24th, 2004 • Conspiracy Entertainment Holdings Inc • Non-operating establishments • California
COMPENSATION AGREEMENTCompensation Agreement • March 11th, 2011 • Conspiracy Entertainment Holdings Inc • Non-operating establishments
This Compensation Agreement is dated as of March 10, 2011, between Conspiracy Entertainment Holdings, Inc., a Utah corporation (the “Company”), and Marc J. Ross (the “Consultant”).
