Exclusive License Agreement with Global Universal Pictures for American Sunset, dated April 13, 2009

“Distribution” means and refers to any and all activities related to the commercial release of the Film and products derived therefrom, including the sale, the location and distribution thereof by any and all means currently known or developed in the future, including electronic distribution.

“Broadcast” means and refers to communication to the public by telecommunication of the Film including transmission and retransmission thereof via any television distribution system or by cable, satellite and any other means currently know or developed in the future, including broadcasting via Internet and mobile telephones.

Object - Subject to the terms and conditions of this Agreement, the Licensor hereby grants to Licensee the world-wide and exclusive license to use the WORK and to authorize the use thereof for and in connection with the following purposes:

 

the writing, production, publication, broadcast, distribution, public performance and promotion of the Film throughout the world in all languages and in all distribution markets, including but not limiting to Television, Home Video/DVD, non-theatrical and theatrical markets.

 

the exercise of all Merchandising Rights in respect of the Film and the exercise of all so-called "commercial tie-up" rights (as this expressions is used in the Film and television industry) in respect of the WORK, which include without limitation all rights required for the manufacture, sale and other exploitation of whatsoever nature of goods, souvenirs, products, facilities and commodities of all kinds reproducing, depicting, making reference to or based on or decorated with the title, characters, scenes and incidents of or articles appearing in the WORK or in the Film;

 

(Hereinafter referred to as “GENERAL LICENSE”).

Term - Subject to provisions of article 2.3 below and to the other terms and conditions of this Agreement, the GENERAL LICENSE granted hereunder shall vest in Licensee upon execution of this Agreement and shall continue for a period of twenty five (25) years.

Conditions of use - The GENERAL LICENSE is deemed subject to the execution of the following conditions:

 

2.3.1

Gary Rasmussen will be an Executive Producer for the duration of the Film.

 

2.3.2

Subject to the provisions of the Agreement, Licensee shall accord the following credit on the negative of the Film and on all positive copies of the Film made or issued by Licensee in the opening credits in the words "Original concept Global Entertainment Holdings, Inc." and “Executive Producer, Gary Rasmussen” and in all advertising and paid publicity issued by or under the immediate control of Licensee other than teaser trailers list group and advertising of eight column inches or less in size and other than special advertising or publicity relating to the screenplay upon which the Film is based or to commercial tie ups and other radio or television advertising or publicity written in narrative form PROVIDED ALWAYS that Licensee shall not be liable for any failure or default by any third party concerned in the exploitation of the F ilm in giving such credit nor for any accidental breach of its obligations under this sub-clause (but Licensee will use all reasonable endeavors to remedy any such accidental breach by it of which notice is given to it if such remedy is possible and all reasonable endeavors to obtain the remedy of a remediable breach by a third party) and the rights and remedies (if any) of Licensee or of the Licensor in the event of breach of this sub-clause shall be limited to Licensee or to the Licensor's right (if any) to recover damages in an action at law and in no event shall be entitled by reason of any such breach to enjoin or restrain the distribution exhibition or other exploitation of the Film.

Subject to financing of the Film, Licensee agrees to pay to the Licensor as all-inclusive remuneration and as consideration in full for all rights granted or to be granted hereunder, the following compensation: (i) a sum of CA$150,000, and (ii) an amount of revenue equal to fifty percent (50%) of Licensee’s share of all Net Receipts derived from the Film. For the purposes of this Agreement, the term “Gross Receipts” shall mean all monies (including all amounts from advances, guarantees, security deposits and awards) received by Licensee (or its wholly owned subsidiary created for the sole purpose of producing the Film) or distributors from the lease, sub-license, sale, rental, barter, distribution, broadcast, exhibition, performance, exploitation or other exercise of each licensed right in the Film all without deductions, (wher e such deductions shall include but not be limited to any withholding or other taxes paid or deducted at source) throughout the Universe.  These amounts exclude presales, advances, and minimum guarantees, as well as third party investments or other instruments used to produce the Film.

 

For the purpose of this Agreement, the term “Net Receipts” shall mean Gross Receipts less reasonable distribution commissions, distribution expenses and residual royalties, if any.

The Licensor warrants represents and agrees that:

 

the Licensor has full authority, power and right to enter into this Agreement, and to fully perform all of Licensor’s obligations hereunder;

 

the Licensor has and will have no contract, grant or deed with any other person or entity which might conflict with, impair or be inconsistent with any of the provisions of this Agreement;

 

neither this Agreement nor the fulfillment thereof by any part infringes upon the rights of any person;

 

the WORK does not or will not violate or infringe upon the copyright, moral rights and other property rights of any person or entity;

 

there are no rights, licenses or grants of any nature in favor of anyone, which would impair or infringe upon the rights herein granted to Licensee.

Licensor hereby grants Licensee the Right of First Negotiation and the Right of Last Refusal to participate in the production of any remake, sequel, follow-up, prequel and spin-off rights (collectively "Other Productions") in and to the Film and the WORK produced by Licensee (or any of its assignee’s or licensees of rights in and to the Other Productions), where:

 

“Remake” or “spin-off”, refers to the right to adapt or reproduce or represent at a later time the Film, to adapt the Film creating a new movie in animation or live action or TV series or Electronic Media Products constituting a new version of the Film which version deals with the same themes, characters, scripts and dialogue;

The Parties shall negotiate in good faith the terms and conditions of the remake, sequel, follow-up, prequel and spin-off rights in relation to the Right of First Negotiation and the Right of Last Refusal above mentioned.

In the event of the liquidation of Licensee’s assets, or the filing of a petition in bankruptcy or insolvency or for an arrangement or reorganization by, for or against Licensee, or in the event of the appointment of a receiver or a trustee for all or a portion of Licensee’s property, or if Licensee shall make an assignment for the benefit of creditors, or commits any act for or in bankruptcy, or become insolvent, the Licensor shall have the option by written notice to Licensee to terminate this Agreement.

It is expressly agreed and understood between and by the parties that, notwithstanding the termination of this Agreement under paragraph 6.1 above:

 

all rights and interests granted to or acquired by Licensee hereunder in and to the Film and Merchandising Rights project made on the date of termination, shall not be affected and shall remain in full force and effect.

Save and except for any transfer or assignment of rights to a parent or affiliate company of Licensee, including an entity formed by the Licensee for the sole purpose of producing the Film, which transfer or assignment can take place without the prior written agreement of the Licensor, Licensee shall not assign nor transfer this Agreement and any of its rights and obligations hereunder, at any time and from time to time, in whole or in part, without having first obtained for each projected transfer written approval from the Licensor, which approval shall be at the sole discretion of the Licensor.

Should Licensee fail to perform any of its obligations hereunder, the Licensor shall be at liberty to terminate this Agreement provided, however, that:

 

the Licensor shall advise Licensee in writing of the specific facts upon which it is claimed that Licensee is in default;

 

Licensee shall be allowed a period of thirty (30) days after the receipt of such written notice within which to cure such default;

 

if Licensee fails to cure the same within such thirty (30) day period, this Agreement shall terminate and be deemed terminated upon the expiration thereof.

It is expressly agreed and understood between and by the parties that, notwithstanding the termination of this Agreement under paragraph 8.1 above:

 

all rights and interests granted to or acquired by Licensee hereunder in and to the Film and Merchandising Rights project made on the date of termination, shall not be affected and shall remain in full force and effect;

 

all rights and interests granted to or acquired by Licensee hereunder in and to the WORK, including any and all rights and interests granted to or acquired by Licensee to the Film and Merchandising Rights project derived from the WORK and the Film, shall revert and be deemed reverted to the Licensor upon termination of this Agreement. subject, however, to the following conditions:

 

the Licensor shall be deemed substituted to Licensee in and for the conduct of the licenses referred to 8.2.2;

 

the reversion of rights referred to above shall be subject to the undertaking and observance by the Licensor of Licensee’s obligations under these licenses;

 

any and all payments made by Licensee to the Licensor before the termination of this Agreement shall remain valid and subject to no reimbursement by the Licensor.

Any notice, demand, request, accounting, con­sent or communication requi­red or contemplated by any provision of this Agreement is to be given either by hand or by messenger, or by prepaid registered mail, or by an internationally recognized overnight courier service (such as Federal Express, etc.), or by facsimile (telecopier), provided such communication is evidenced by confirmation of receipt, at the following addresses and numbers:

 

at the above mentioned address

+1 /818/ 827-0900

 

at the above mentioned address

+1 /506/ 382-4957