Diamond Entertainment Corp Sample Contracts

ARTICLE I REGISTRATION RIGHTS
Registration Rights Agreement • August 21st, 2000 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
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EXHIBIT 4.1 Advisory and Consulting Agreements
Consulting Agreement • November 1st, 2001 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
OF
Warrant Agreement • April 19th, 2002 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
Number of Shares/Options ------------------------ 4.1(a) 1,400,000 4.1(b) 1,400,000 4.1(c) 1,900,000 4.1(d) 400,000 4.1(e) 250,000
Consulting Agreement • February 25th, 1999 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • Texas
Exhibit 10.5
Employment Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
RECITAL
Employment Agreement • December 24th, 1998 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
EXHIBIT 4.1 Advisory and Consulting Agreements
Consulting Agreement • August 9th, 2001 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
SUBSCRIPTION AGREEMENT
Subscription Agreement • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 30, 2006, by and among Diamond Entertainment Corporation, a New Jersey corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

Contract
Warrant Agreement • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIAMOND ENTERTAINMENT CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

CONSULTING AGREEMENT
Consulting Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
RECITAL
Employment Agreement • December 24th, 1998 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
SECURITY AGREEMENT
Security Agreement • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York

This Security Agreement (the "Agreement"), dated as of November 30, 2006, is entered into by and between Diamond Entertainment Corporation, a New Jersey corporation ("Parent"), DMEC Acquisition Inc., a New Jersey corporation, Jewel Products International, Inc., a California corporation, ______________________ (each a "Guarantor" and together with Parent, each a “Debtor” and collectively the "Debtors"), and S. Michael Rudolph, as collateral agent acting in the manner and to the extent described in the Collateral Agent Agreement defined below (the "Collateral Agent"), for the benefit of the parties identified on Schedule A hereto (collectively, the "Lenders").

SECURED CONVERTIBLE NOTE
Secured Convertible Note • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

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WITNESSETH:
Office Lease Agreement • December 24th, 1998 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New Jersey
AGREEMENT OF MERGER BETWEEN BEYOND DESIGN CORPORATION AND BDC ACQUISITION, INC.
Merger Agreement • May 16th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution

AGREEMENT OF MERGER dated this 13th day of May, 1997, by and between Beyond Design Corporation, a California corporation, herein called the surviving corporation and BDC Acquisition, Inc., a New Jersey corporation, herein called the merging corporation.

SUBSCRIPTION AGREEMENT DIAMOND ENTERTAINMENT CORPORATION a New Jersey Corporation
Subscription Agreement • June 29th, 2004 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California

The undersigned (the "Subscriber") understands that Diamond Entertainment Corporation, a New Jersey corporation (the "Company") is offering for sale 22,500,000 shares of common stock of the Company in consideration of cash at $0.01 per share for an aggregate total of $225,000.

Consulting Agreement dated as of September 1, 1997 between the Corporation and Murray Scott.
Consulting Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
ARTICLE I
Secured Convertible Note • May 10th, 2007 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York
Exhibit 10.1
Consulting Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution

Following our meeting this morning, the EMCO/Hanover Group, Inc. ("EMCO/Hanover") will begin immediately, in a financial advisory capacity, to assist Diamond Entertainment Corporation ("Diamond" or the Company) in five specific area. These will include: (1) refinancing of the Company's present working of capital facility, currently at C.I.T. Financial; (2) accounts payable restructuring, if appropriate; (3) the disposition of certain real estate holding; (4) investor relations; and (5) potential merger/acquisition candidate(s) (collectively defined as the "Assignment"). The period of this Assignment will be six months.

Exhibit 10.7
Employment Agreement • September 15th, 1997 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 29th, 2004 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • California

THIS SECURITIES PURCHASE AGREEMENT (the "Agreement) dated as of March 31, 2004, by and among Stonestreet Limited Partnership. (“Stonestreet LP”), Stonestreet Corporation (“Stonestreet Corp.”), Filter International (“Filter”) and Joe Kaufman (“Kaufman”, together with Stonestreet LP, Stonestreet Corp and Filter, the "Sellers") and Longview Fund LP (“Longview”) and “Chen Chien Yeh”, ( together with Longview, the "Buyers").

FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • December 11th, 2006 • Diamond Entertainment Corp • Services-motion picture & video tape distribution • New York

This Agreement is dated as of the 30th day of November, 2006 among Diamond Entertainment Corporation, a New Jersey corporation (the "Company"), the parties identified on Schedule A hereto (each a “Subscriber”, and collectively “Subscribers”), and Grushko & Mittman, P.C. (the "Escrow Agent"):

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