EXHIBIT 10.38 DISTRIBUTION AGREEMENT THIS AGREEMENT is made the day of October, 2004 BETWEEN: (1) KEYDATA MEDIA & MARKETING 1 LLP whose registered office is at 4 Bedford Row, London WC1R 4DF (registered in England noOC308423) (the 'Partnership') and...Distribution Agreement • January 31st, 2005 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • England and Wales
AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "AGREEMENT") is dated as of October 1, 2007, by and among TRIMEDIA ENTERTAINMENT GROUP, INC., a Delaware corporation ("PARENT"), TRIMEDIA ACQUISITION CORP., a Delaware corporation and...Merger Agreement • October 5th, 2007 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Delaware
THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND. THIS LOAN AGREEMENT is made the 20th day of December, 2004 BETWEEN: (1) FAIRBAIRN PRIVATE BANK (IOM) LIMITED of St...Loan Agreement • January 5th, 2005 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Isle of Man
GUARANTY --------Guaranty • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
WITNESSETH:Security Agreement • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
EXHIBIT 10.3 LOAN AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this 1st day of November, 2002, by and between Trimedia Entertainment Group, Inc., a Delaware corporation (the "Borrower") and Gemini Growth Fund, LP, a Delaware...Loan Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
AMENDED AND RESTATED OPERATING AGREEMENT OF BATTLE RAP, LLCLimited Liability Company Agreement • March 23rd, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Delaware
RECITALSSecurities Purchase Agreement • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
Exhibit 10.5 Subordination Agreement This Subordination Agreement (the "Agreement") is entered into on the 1st day of November , 2002 by and among Trimedia Entertainment Group, Inc. (the "Company"), Chris Schwartz, SPH Investments, Inc., Capital...Subordination Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • March 17th, 2008 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • New York
EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of the 23rd day of March, 2004 by and between TriMedia Entertainment Group Inc., a. Delaware corporation ("Company"), and Daniel J. B. Taylor...Employment Agreement • June 15th, 2004 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED...Stock Purchase Warrant • September 14th, 2004 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
Exhibit 10.4 ------------------------------------------------------------------------------- The Securities represented by this Convertible Note have not been registered under the Securities Act of 1933, as amended ("Act"), or applicable state...Convertible Note • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
EXHIBIT AAssumption Agreement • October 5th, 2007 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production
Exhibit 10.7 SECURITY AGREEMENT Date: November 1, 2002 Debtor: Trimedia Entertainment Group, Inc. Debtor`s Mailing Address: 101 Charles Drive, Bryn Mawr PA 19010 Secured Party: Gemini Growth Fund, L.P. Secured Party`s Mailing Address: 700 Gemini,...Security Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Texas
EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "Agreement") is made this 21st day of December 2004, by and between TriMedia Entertainment Group Inc., having an office at 1080 N. Delaware Ave., 8th Floor Philadelphia, PA 19125,...Consulting Agreement • December 23rd, 2004 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") made and entered into as of October 9, 2002 by and between US Patriot, Inc., a South Carolina corporation ("Company"), and Chris Schwartz ("Executive"). WHEREAS, Company desires to...Employment Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
RECITALS:Merger Agreement • December 2nd, 2002 • Us Patriot Inc • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
NOTE ----Note • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments
W I T N E S E T H:Consulting Agreement • March 1st, 2006 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production
COMMERCIAL LEASE THIS LEASE made and entered into this 1st date of October 2001, between Covold Partners hereinafter called "Landlord" and US Patriot Inc hereinafter called "Tenant". WITNESSETH In consideration of the covenants and agreements of the...Commercial Lease • January 15th, 2002 • Us Patriot Inc
RECITALSRestructuring Agreement • October 5th, 2007 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • New York
COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ______________ INCORPORATED UNDER THE LAWS OF THE STATE OF SOUTH CAROLINA ------------------------------------------------------------------------------ THIS IS TO CERTIFY THAT is the owner of...Stock Certificate • January 15th, 2002 • Us Patriot 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 South Carolina 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.
FOUNDERS` BANK COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
Exhibit 10.5 SUBSIDIARY GUARANTY Philadelphia, Pennsylvania May 5, 2005 FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by IL Resources, LLC ("Lender") to or for...Subsidiary Guaranty • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production
DISTRIBUTION AGREEMENT "SNIPES"Distribution Agreement • September 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • New York
ARTICLE I INTERESTSecured Convertible Term Note • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
Exhibit 10.3 SECURITIES PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the "Agreement"), dated May 5, 2005, is made and entered into by and between TriMedia Entertainment Group, Inc., a Delaware corporation ("Pledgor"), and IL Resources, LLC, a...Securities Pledge Agreement • June 8th, 2005 • Trimedia Entertainment Group Inc • Services-motion picture & video tape production • Pennsylvania
Exhibit 10.14 INTERCREDITOR AGREEMENT THIS AGREEMENT, made this 3rd day of October, 2002, by and between Chris Schwartz, an individual ("Schwartz"), and each of Capital Growth Trust, SPH Investments, Inc., HMA Investments Profit Sharing Plan, and...Intercreditor Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
Exhibit 10.16 THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT...Stock Purchase Warrant • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
US Patriot, Inc., a South Carolina corporation (the "Company"), for value received, hereby certifies that Frank Eiffe or his registered assigns (the "Holder"), is entitled to purchase from the Company, at any time or from time to time during the...Stock Purchase Warrant • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
US PATRIOT, INC.Warrant Agreement • January 15th, 2002 • Us Patriot Inc • South Carolina
SALE & PURCHASE AGREEMENT THIS AGREEMENT is made the day of October, 2004 BETWEEN: (1) TRIMEDIA FILM GROUP INC whose address is at 101 Charles Drive, Bryn Mawr PA 19010 USA (the 'Owner') and (2) THE KEYDATA MEDIA & MARKETING 1 LLP whose registered...Sale & Purchase Agreement • January 31st, 2005 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • England and Wales
FOUNDERS` BANK BUSIENSS LOAN AGREEMENTBusiness Loan Agreement • March 17th, 2003 • Trimedia Entertainment Group Inc • Men's & boys' furnishgs, work clothg, & allied garments • Pennsylvania
THIS BUSINESS LOAN AGREEMENT DATED AUGUST 21, 2001, IS MADE AND EXECUTED BETWEEN METROPOLITAN RECORDING, INC ("BORROWER") AND FOUNDERS` BANK ("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER`S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS AGREEMENT, AND (B) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
