REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the "Securities Purchase Agreement"), and pursuant to the Note and the Warrants referred to therein.
MAGIC LANTERN GROUP, INC. SECURITIES PURCHASE AGREEMENT April 28, 2004Securities Purchase Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
preemptive rights or, to such counsel's knowledge, rights of first refusal that have not been properly waived or complied with.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
This Stock Pledge Agreement (this "Agreement"), dated as of April 28, 2004, among Laurus Master Fund, Ltd. (the "Pledgee"), Magic Lantern Group, Inc., a New York corporation (the "Company"), Magicvision Media Inc., an Ontario Corporation, and Magic Lantern Communications Ltd., a Canadian Corporation, and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a "Pledgor" and collectively, the "Pledgors").
ContractWarrant Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
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 EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGIC LANTERN GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Convertible Term Note • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGIC LANTERN GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
MAGIC LANTERN GROUP, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T. Queensgate House South Church Street Grand Cayman, Cayman Islands
SUBSIDIARY GUARANTYSubsidiary Guaranty • May 7th, 2004 • Magic Lantern Group Inc • Services-educational services • New York
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 Laurus Master Fund, Ltd. ("Laurus") to or for the account of Magic Lantern Group, Inc. ("Debtor") from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as "Guarantors " or "the undersigned") unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Debtor to Laurus and of all
