REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 27, 2006, by and among Camelot Entertainment Group, Inc., a Delaware Corporation with its headquarters located at 2020 Main Street, #990, Irvine, California 92614 (the “Company”), and each of the undersigned (together with their respective affiliates and any assignee or transferee of all of their respective rights hereunder, the “Initial Investors”).
SECURITY AGREEMENTSecurity Agreement • January 4th, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITY AGREEMENT (this “Agreement”), dated as of December 27, 2006, by and among Camelot Entertainment Group, Inc., a Delaware Corporation (“Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 4th, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement” dated as of December 27, 2006, by and among Camelot Entertainment Group, Inc., a Delaware Corporation (the “Company”), and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2006, by and among Camelot Entertainment Group, Inc., a Delaware Corporation, with headquarters located at 2020 Main Street, #990, Irvine, California 92614 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
Page - 1Stock Purchase Warrant • January 4th, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 27, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA-TION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.
Page - 1Structuring Agreement • January 4th, 2007 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
THIS AGREEMENT is made this 26th day of October, 2006 by and between Lionheart Associates, LLC doing business as Fairhills Capital, a Delaware Corporation, (hereinafter referred to as "Lionheart") and Camelot Entertainment Group, Inc. (CMEG.OB) (hereinafter referred to as "Company").
