STOCK PURCHASE WARRANTCamelot Entertainment Group, Inc. • August 21st, 2008 • Services-motion picture & video tape production • New York
THIS CERTIFIES THAT, for value received, New Millennium Capital Partners II, LLC or its registered assigns, is entitled to purchase from Camelot Entertainment Group Inc., a Delaware Corporation (the “Company”), at any time or from time to time during the period specified in Paragraph 2 hereof, 20,000,000 fully paid and nonassessable shares of the Company’s Common Stock, par value $.001 per share (the “Common Stock”), at an exercise price per share equal to $.01 (the “Exercise Price”). The term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder. The Warrant Shares and the Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The term “Warrants” means this Warrant and the other warrants issued pursuant to that certain Securities Purchase Agreement, dated July 31, 2008, by and among the Company and the Buyers listed on the execution page thereof (the “Securities Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2008 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2008, by and among Camelot Entertainment Group, Inc., a Delaware Corporation with its headquarters located at 130 Vantis, Suite 140, Aliso Viejo, CA 92656 (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 • August 21st, 2008 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITY AGREEMENT (this “Agreement”), dated as of July 31, 2008, by and among Camelot Entertainment Group, Inc., a Delaware corporation (“Parent”), and its Subsidiaries as listed on Schedules A (collectively the “Subsidiary”) (hereinafter the Parent and the Subsidiary shall collectively be referred to as the “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 • August 21st, 2008 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of July 31, 2008, by and among Camelot Entertainment Group, Inc., a Delaware corporation (“Parent”), and its Subsidiaries as listed on Schedules A and 3(a) attached hereto (collectively the “Subsidiary”)(hereinafter the Parent and the Subsidiary shall collectively be referred to as the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 21st, 2008 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2008, by and among Camelot Entertainment Group, Inc., a Delaware Corporation, with headquarters located at 130 Vantis, Suite 140, Aliso Viejo, CA 92656 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 21st, 2008 • Camelot Entertainment Group, Inc. • Services-motion picture & video tape production • New York
THIS SUBSIDIARY GUARANTY (this “Subsidiary Guaranty”), dated as of July 31, 2008, among Camelot Entertainment Group, Inc., a Delaware corporation (the “Company”), and Camelot Production Services Group, Inc. and its divisions attached hereto as Schedule A (individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), for the benefit of the secured parties signatory hereto and their respective endorsees, transferees and assigns (individually a “Secured Party” and collectively, the “Secured Parties”).
CAMELOT ENTERTAINMENT GROUP, INC. ALISO VIEJO, CA 92656Camelot Entertainment Group, Inc. • August 21st, 2008 • Services-motion picture & video tape production
This letter sets forth the agreement of the parties hereto to amend all of the Notes, which are convertible into shares of the Company's common stock, par value $.001 per share, ever issued by the Company to the investors listed in the signature pages hereto (collectively, the "Investors")(the "Notes").
