EXHIBIT 1.1 900,000 Shares of Series A Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 11th, 2004 • Billy Dead Inc • Services-motion picture & video tape production • California
Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 As of October 15, 2003Termination Agreement • October 28th, 2003 • Billy Dead Inc • Services-motion picture & video tape production
Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 As of October 15, 2003 Ms. Julie Lynn Mr. Keith Gordon/Sidetracked Productions, Inc. Mr. Charles F. Ryan III Mr. Brett Young Mr. Peter Fuhrman: Dear Julie, Keith, Charlie, Brett and...Shareholder Agreement • October 28th, 2003 • Billy Dead Inc • Services-motion picture & video tape production
EXHIBIT 1.2 FORM OF AMENDMENT TO UNDERWRITING AGREEMENT 900,000 Shares of Series A Preferred Stock Dated: [Effective Date of Post-Effective Amendment #2] Civilian Capital, Inc. as the Underwriter named herein 14 N. Peoria St., Ste. 7c Chicago, IL...Underwriting Agreement • February 11th, 2004 • Billy Dead Inc • Services-motion picture & video tape production
Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068Guaranty Agreement • April 18th, 2003 • Billy Dead Inc
AS OF MAY 5, 2002Reimbursement Agreement • May 17th, 2004 • Billy Dead Inc • Services-motion picture & video tape production
Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068Stock Issuance Agreement • April 18th, 2003 • Billy Dead Inc
In consideration for your agreement to pay Billy Dead, Inc. (the "Company") the sum of $30.00, we have issued to you 15 shares of its common stock. We anticipate changing the Company's capitalization by amending our certificate of incorporation (the "Amendment"), as a result of which the 15 shares you currently hold will be automatically converted, without any action on your part, into 30,000 shares (the "Shares") of the Company's Common Stock, par value $0.001 per share.
EXHIBIT 4.3 FORM OF UNDERWRITER'S WARRANT AGREEMENT Underwriter's Warrant Agreement dated as of [Closing Date] between Billy Dead, INC., a Delaware corporation (the "Company"), and CIVILIAN CAPITAL, INC. (hereinafter referred to variously as the...Underwriter's Warrant Agreement • April 18th, 2003 • Billy Dead Inc • California
EXHIBIT 10.18 Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 Employment Agreement dated as of October 15, 2002, between Billy Dead, INC., a Delaware corporation (with its successors and assigns, referred to as the "Corporation"), and...Employment Agreement • October 28th, 2003 • Billy Dead Inc • Services-motion picture & video tape production • California
FORM OFEscrow Agreement • June 24th, 2003 • Billy Dead Inc • Services-motion picture & video tape production • California
EXHIBIT 10.11 ___________________, 2003 [effective date of offering] Civilian Capital 14 North Peoria Street, Ste. 7c Chicago, IL 60607 Ladies and Gentlemen: In order to induce Civilian Capital (the "Underwriter") and Billy Dead, Inc. (the "Company")...Underwriting Agreement • September 3rd, 2003 • Billy Dead Inc • Services-motion picture & video tape production
In order to induce Civilian Capital (the "Underwriter") and Billy Dead, Inc. (the "Company") to enter into an underwriting agreement with respect to the public offering (the "Public Offering") of shares of the Company's Series A Preferred Stock (the "Preferred Stock"), the undersigned hereby agrees that for a period of four (4) years following the closing of the Public Offering, he, she or it will not, without the prior written consent of the Underwriter and the Company, directly or indirectly, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of (whether pursuant to Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended, or otherwise) (collectively "Transfer") any shares of Common Stock of the Company ("Common Stock") or options, rights, warrants or other securities convertible into, exchangeable or exercisable for or evidencing
EXHIBIT 10.14 Billy Dead, Inc. FORM OF PROMOTIONAL SHARES ESCROW AGREEMENT This Promotional Shares Escrow Agreement ("Agreement") was entered into [effective date of Registration Statement]____________, 2003, among Billy Dead, Inc. (the "Company"),...Promotional Shares Escrow Agreement • October 28th, 2003 • Billy Dead Inc • Services-motion picture & video tape production
Title: "Billy Dead" Screenplay Written by: Keith Gordon Date and Place of First Publication: Screenplay Draft dated 6/11/01 WGA Registration No: 058841Option Agreement • April 18th, 2003 • Billy Dead Inc
EXHIBIT 99.1 FORM OF ESCROW AGREEMENT This Escrow Agreement is entered into as of [effective date of Registration Statement], by and between J. P. Morgan Chase Bank (the "Escrow Agent"), American Stock Transfer & Trust Company (the "Transfer Agent"),...Escrow Agreement • April 18th, 2003 • Billy Dead Inc • New York
EXHIBIT 1.1 900,000 Shares of Series A Preferred Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2003 • Billy Dead Inc • Services-motion picture & video tape production • California
Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068Stock Purchase Agreement • April 18th, 2003 • Billy Dead Inc
In consideration for your agreement to pay Billy Dead, Inc. (the "Company") the sum of $72.00, we have issued to you 36 shares of its common stock. We anticipate changing the Company's capitalization by amending our certificate of incorporation (the "Amendment"), as a result of which the 36 shares you currently hold will be automatically converted, without any action on your part, into 72,000 shares (the "Shares") of the Company's Common Stock, par value $0.001 per share.
Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068Board of Directors Agreement • October 28th, 2003 • Billy Dead Inc • Services-motion picture & video tape production
Billy Dead, Inc. 2312 Lorenzo Drive Los Angeles, CA 90068Agreement Regarding Board of Directorship • October 28th, 2003 • Billy Dead Inc • Services-motion picture & video tape production
In consideration for your agreement to serve as a member of the Board of Directors of Billy Dead, Inc. (the "Company") and as a member of the Audit Committee and the Compensation Committee, we have consented to the transfer to you by Mr. Charles F. Ryan III of 6,000 shares and by Julie Lynn of 30,000 (the "Shares") of the Company's Common Stock, par value $0.001 per share, previously issued to him by the Company and subject to the terms of an agreement dated as of December 1, 2002 in form substantially similar to this Agreement.
As of October 15, 2003Resignation and Stock Transfer Agreement • October 28th, 2003 • Billy Dead Inc • Services-motion picture & video tape production
EXHIBIT 10.4 Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 December 1, 2002 Lisa Callamaro The Callamaro Literary Agency 427 North Canon Drive, Suite 202 Beverly Hills, California 90210 Craig Emanuel, Esq. Loeb & Loeb LLP 10100 Santa...Deal Letter • April 18th, 2003 • Billy Dead Inc
January 1, 2003Premises Use Agreement • April 18th, 2003 • Billy Dead Inc • California
Title: "Billy Dead" Written by: Lisa Reardon Initial Publisher: Viking Penguin, a division of Penguin Group (USA) Inc. Date and Place of Registration: December 3, 1998 The United States Copyright Registration No: TX 4 902 336 Owner: Lisa ReardonOption Agreement • April 18th, 2003 • Billy Dead Inc
EXHIBIT 10.7 Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 Employment Agreement dated as of December 1, 2002, between BILLY DEAD, INC., a Delaware corporation (with its successors and assigns, referred to as the "Corporation"), and...Employment Agreement • April 18th, 2003 • Billy Dead Inc • California
EXHIBIT 99.1 ESCROW AGREEMENTEscrow Agreement • September 3rd, 2003 • Billy Dead Inc • Services-motion picture & video tape production • California
EXHIBIT 10.3 Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 December 1, 2002 Dan Aloni UTA 9560 Wilshire Boulevard, Suite 500 Beverly Hills, California 90212 Craig Emanuel, Esq. Loeb & Loeb LLP 10100 Santa Monica Boulevard 22nd Floor...Deal Memo • April 18th, 2003 • Billy Dead Inc
