AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT
AMENDMENT
TO EXCLUSIVE LICENSE AGREEMENT
This Amendment (“Amendment”) is made
effective as of October 2, 2008, and amends that certain Exclusive License
Agreement (hereinafter, the “Agreement”), dated September 22, 2008, by and
between Global Entertainment Holdings, Inc., as the “Licensor”, and Global
Universal Pictures, Inc., as the “Licensee.”
WHEREAS, Licensor has agreed
to consent to Licensee’s assignment of certain rights granted under the
Agreement; and
WHEREAS, Licensee desires that
Licensor undertake an investment in B & J Pictures, Inc., a New Brunswick
Corporation (“B & J”), a entity that is producing the film, Blue Seduction,
based on the intellectual property licensed under the Agreement;
and
WHEREAS, B & J is majority
owned and controlled by Licensee, and Licensee covenants with Licensor that it
will cause B & J to become a co-debtor of a certain promissory note executed
by Licensee as consideration for the licensing rights granted under the
Agreement; and
WHEREAS, the Licensor is
agreeable to such transactions, predicated upon the mutual execution of this
Amendment;
NOW, THERFORE, in
consideration of the mutual covenants contained in this Amendment and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Licensor and Licensee hereby agree to amend the Agreement as set
forth below:
1. Sub-Section
3.1 of Section 3 of the Agreement, captioned COMPENSATION, shall be amended as
follows:
The reference therein to: “…
(i) a sum of CA$150,000, and …”, shall be amended to state:
“…
(i) a sum of $150,000, payable in United States Dollars, and shall be payable by
promissory note, in the form attached hereto as Schedule B, incorporated as a
part of this Agreement, and …”
2. The
Agreement shall be amended by affixing a Schedule B, listing a promissory note
to be executed by the Licensee in consideration for the licensing rights granted
under the Agreement, which Schedule B shall be incorporated as a part of the
Agreement.
3. This
Amendment shall amend the Agreement only as expressly set forth hereinabove and
in all other respects, said Agreement shall remain unchanged and in full force
and effect. All capitalized terms used but not defined herein shall
have the respective meaning ascribed to them in the Agreement hereby
amended.
4. The
Agreement as amended by this Amendment, including any and all schedules thereto
or hereto, contains the entire understanding of Licensor and Licensee with
respect to the intellectual rights granted Licensee under the Agreement, and
supersedes and abrogates all contemporaneous and prior understandings of the
parties, whether written or oral, relating thereto. The Agreement as
amended by this Amendment may not be further modified or changed except in a writing executed by the
parties.
The signatories below represent that
they have been duly authorized by their respective companies to execute this
Amendment.
ACCEPTED
AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE.
| By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | By: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Its: CEO | Its: President |
ACKNOWLEDGED AND AGREED
TO:
B
& J Pictures, Inc.
| By: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Its: President |
Schedule
B
Attachment
to Exclusive License Agreement
By
Amendment Dated October 2, 2008
SECURED
PROMISSORY NOTE
$150,000.00 October
2, 2008
Los
Angeles, California
1. Promise to
Pay. For good and valuable consideration, the receipt of which
is hereby acknowledged, GLOBAL UNIVERSAL PICTURES, INC., a Canadian corporation
whose address is ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(“Maker”), promises to pay to GLOBAL ENTERTAINMENT HOLDINGS, INC., a Nevada
corporation (“Payee”), on March 31, 2009 (the “Maturity Date”), unless sooner
paid as provided in Section 3 hereof, the principal sum of One Hundred Fifty
Thousand ($150,000.00) Dollars (U.S.), plus accrued interest thereon, in one
lump sum payment. The principal sum of this Secured Promissory Note
(the “Note”) shall bear interest at a rate equal to ten percent (10%) per annum
from the date hereof to the date the principal sum is paid in full; provided
however that if this Note is not paid in full on the Maturity Date or the date
required pursuant to Section 3 hereof, whichever is earlier, the unpaid balance
of the Note shall bear interest therefrom and until paid at the Default Rate (as
hereinafter defined). All payments under this Note shall be made to
the order of the Payee at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other address as Payee may designate in writing to
Maker, in United States Dollars, and shall be applied first to accrued, but
unpaid interest, if any, and then to principal.
2. Security. The
full and punctual payment and performance of this Note by Maker is secured by a
grant by Maker to Payee of a general lien on any and all rights in and to the
motion picture property being produced by Maker or its affiliates, tentatively
entitled “Blue Seduction”, plus the intellectual property rights licensed to
Maker by Payee, pursuant to a certain Exclusive Licensing Agreement of even date
herewith (hereinafter, the foregoing described general lien and the licensed
intellectual property rights are collectively referred to as the
“Collateral”). Maker, and any co-debtor, hereby grant Payee a first
priority security interest in and to the Collateral, subordinate only to any
bank loan granted for purposes of financing “Blue Seduction.” The
security interest granted in the Collateral to Payee hereunder extends to the
proceeds of any sale or other transfer or disposition of the Collateral, whether
by Maker, the Payee or any other entity or person, that occurs prior to the
payment in full of this Note.
3. Prepayments.
(a) Mandatory
Prepayment. If, prior to the payment in full of this Note, an
Event of Default (as defined below), occurs, the principal amount of the Note
then outstanding, together with accrued but unpaid interest thereon and any
other amounts that may have become due by Maker to Payee under this Note or the
security interest granted herein, shall be and become immediately due and
payable. If, after the date hereof, but prior to Maturity Date, Maker
shall have fully repaid any bank loans received for the production of “Blue
Seduction,” Maker, or any co-debtor hereunder, covenants with Payee that all
available funds received by Maker from any and all sources, shall first be used
to immediately pay the outstanding accrued interest and principal balance of
this Note.
(b) Maker
shall also immediately pay the outstanding principal balance of this Note,
together with accrued but unpaid interest thereon, in the event that Maker sells
or agrees to sell all or substantially all of its assets to a party other than
Payee, or Maker agrees to enter into any agreement or understanding pursuant to
which more than 50% of the outstanding capital stock of Maker is or shall be
acquired by a party other than Payee.
(c) Voluntary
Prepayment. Maker may voluntarily prepay this Note either in
whole or in part without penalty or premium.
4. Waivers. Except
as provided herein, Maker hereby waives diligence, presentment for payment,
demand, protest, notice of non-payment, notice of dishonor, notice of protest,
and any and all other notices and demands whatsoever. Maker shall
remain bound under this Note until all principal and interest and any other
amounts that are payable hereunder or under the security interest granted in the
Collateral have been paid in full, notwithstanding any extensions or renewals
granted with respect to this Note or the release of any party liable hereunder
or any security for the payment of this Note. Maker, and any and all
endorsers hereof, also waive the right to plead any and all statutes of
limitations as a defense to any demand on this Note or any and all obligations
or liabilities arising out of or in connection with this Note or the security
interest granted in the Collateral hereunder, to the fullest extent permitted by
law.
5. Negative
Covenants. So long as any portion of this Note remains unpaid,
Maker covenants that:
(a) No
dividends, whether in cash or property, shall be paid or declared, nor shall any
other distribution be made, on or in respect to any equity securities of Maker,
or any co-debtor, nor shall any outstanding equity securities of Maker be
purchased, redeemed or otherwise acquired for value by Maker; and
(b) No
security interest, lien or other encumbrance shall be granted or permitted to
exist on any of the assets of Maker, except in favor of Payee, except for
Permitted Encumbrances (which are defined as inchoate statutory liens,
mechanic’s liens, tax liens, or notice filings with regard to
leases).
6. Events of
Default. Any of the following events shall constitute an event
of default by Maker under this Note (an “Event of Default”):
(a) The
failure of Maker to pay to Payee, on the Maturity Date, any and all amounts due
and owing under this Note which shall continue for ten (10) days after written
notice to Maker and its counsel; or
(b) There
occurs any breach of the obligations of Maker under the covenants set forth in
Section 5 of this Note which shall continue for ten (10) days after written
notice to Maker; or
(c) There
occurs any other event or circumstance that constitutes an “Event of Default” as
defined herein (taking into account any applicable cure periods).
Upon the
occurrence of any Event of Default, as defined hereinabove, at Payee’s option,
Payee may declare immediately due and payable, and on any such declaration there
shall become immediately due and payable, the entire unpaid principal balance of
this Note, together with all accrued and unpaid interest under this Note and any
other sums owing at the time of such declaration pursuant to this Note, and
Payee shall be entitled to exercise all rights and remedies available to Payee
under this Note, including the right to execute against any Collateral and under
applicable law, all of which rights and remedies shall be
cumulative. Without limiting the generality of the foregoing, upon
the occurrence of an Event of Default, the interest rate at which interest shall
accrue on the principal sum and any other amounts that are due under this Note
shall increase to the maximum interest rate permitted under applicable law (the
“Default Rate”), until all such amounts have been paid in full.
7. No Waiver by
Payee. Any delay or omission on the part of Payee to exercise
any of Payee’s rights or remedies hereunder, under the security interest granted
in the Collateral or under applicable law, including, without limitation, the
right to accelerate amounts owing under this Note, shall not be deemed a waiver
of that right or remedy or of any other right or remedy of Payee in respect
thereof. The acceptance by Payee of any payment pursuant to the terms
of this Note which is less than payment in full of all amounts due and payable
at the time of such payment shall not constitute a waiver of the right to
exercise any of the Payee’s rights or remedies under this Note or under
applicable law at that time or at any subsequent time or nullify any prior
exercise of any such rights or remedies without the express written consent of
Payee, except as and to the extent provided to the contrary by applicable
law.
8. Governing
Law. This Note shall be governed by and construed according to
and enforced under the internal laws of the State of California with respect to
contracts wholly performed within the State and without giving effect to its
choice of laws.
9. Enforcement of the
Note. Maker and Payee hereby irrevocably agree that the state
and federal courts in and for the County of Los Angeles, California shall have
exclusive jurisdiction over any disputes, between the Maker and Payee and any
action, suit or other proceeding brought by Maker or Payee relating to the
interpretation or enforcement of this Note, and each of the parties further
agrees as follows: (i) such party shall accept and not contest the
personal or subject matter jurisdiction of such Court; (ii) such party shall
accept and not object to or challenge the venue of such Court or assert the
doctrine of ‘forum non
conveniens’ with respect to such Court; (iii) such party shall accept and
not contest the validity or effectiveness of service of process in any such
action, suit or other proceeding by registered or certified first class mail
sent to Maker, Payee and their respective counsel; and (iv) TO THE MAXIMUM
EXTENT PERMITTED BY LAW, SUCH PARTY WAIVES AND SHALL WAIVE ANY RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT WITH RESPECT TO THIS NOTE OR
ITS ENFORCEMENT OR INTERPRETATION. If an Event of Default occurs
under this Note or under the security interest granted herein, then Maker shall
pay all costs of enforcement and collection, including, without limitation,
reasonable attorneys’ fees and costs incurred by Payee, whether or not
enforcement and collection includes the filing of a lawsuit, and whether or not
that lawsuit is prosecuted to judgment. The costs of enforcement and
collection shall be added to the principal amount of the Note and shall accrue
interest at the Default Rate from the date incurred by Payee to the date paid by
Maker. In the event that Maker prevails with respect to any
litigation concerning this Note or the security interest granted herein, Payee
shall pay Maker’s related reasonable attorneys fees and costs.
10. Binding
Nature. The provisions of this Note shall be binding upon
Maker, and any co-debtor, jointly and severally, and shall inure to the benefit
of the Payee.
11. Usury Savings
Provisions. In the event Payee receives any sums under this
Note which constitute interest in an amount in excess of that permitted by any
applicable law, then, all such sums constituting interest in excess of that
permitted to be paid under applicable law shall, at Payee’s option, either be
credited to the payment of principal owing hereunder or returned to
Maker. The provisions of this Paragraph control the other provisions
of this Note and any other agreement between Maker and Payee.
12. Severability. If,
but only to the extent that, any provision of this Note shall be invalid or
unenforceable, then, such offending provision shall be deleted from this Note,
but only to the extent necessary to preserve the validity and effectiveness of
this Note to the fullest extent permitted by applicable law.
13. Interpretation. No
provision of this Note shall be interpreted for or against Maker or Payee
because that person or that person’s legal representative drafted such
provision. Unless otherwise indicated elsewhere in this Note,
(a) the term “or” shall not be exclusive, (b) the term “including”
shall mean “including, but not limited to,” and (c) the terms “herein,”
“hereof,” “hereto,” “hereunder” and other terms similar to such terms shall
refer to this Note as a whole and not merely to the specific section,
subsection, paragraph or clause where such terms may
appear. The Section and paragraph headings in this Note are
included for convenience of reference only and shall be ignored in the
construction or interpretation of this Note.
14. Assignment. This
Note shall be non-assignable by either party, except that Payee may assign its
rights hereunder in connection with the sale of substantially all of its stock
or assets. Notwithstanding the foregoing, in the event that the Maker assigns
its Licensing Rights relating to the motion picture “Blue Seduction”, which
constitute a portion of the Collateral under this Note, the Maker warrants that
it shall cause any assignee of said Licensing Rights to assume the liability
created by this Note and become bound hereunder as a co-debtor with Maker,
jointly and severally in all respects.
Dated as
of October __,
2008. “MAKER”
Global
Universal Pictures, Inc.
By:
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
President
The
undersigned entity has become an assignee or beneficiary of certain Licensing
Rights referred to hereinabove and hereby agrees to assume the liability created
by this Note, and become legally bound hereunder as a co-debtor with Maker,
jointly and severally in all respects. The undersigned signatory warrants that
it has been duly authorized to execute this instrument on behalf on the entity
stated below.
Dated as
of October __,
2008. “CO-DEBTOR”
B
& J Pictures, Inc.
A
New Brunswick Corporation
Address:11
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
By:
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, President