Exhibit 10.35 AMENDMENT NO. 3 dated as of June 24, 2002 to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000, as amended, among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the "Borrower"), the...First Look Media Inc • July 2nd, 2002 • Services-motion picture & video tape production • New York
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of the 31st day of October, 1996 between Robert B. Little ("Employee") and Overseas Filmgroup, Inc., a Delaware corporation (the "Company"). WHEREAS, pursuant to an...Employment Agreement • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
RECITALS:Security Agreement • July 2nd, 2002 • First Look Media Inc • Services-motion picture & video tape production • California
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as of the 20th day of June, 2000 between Rosemary Street Productions, LLC ("Assignor") and Overseas Filmgroup, Inc. ("Assignee"). WHEREAS, Assignor and Assignee are parties to a...Assignment and Assumption Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
SECURITY AGREEMENT This SECURITY AGREEMENT ("Agreement"), dated as of October 31, 1996, by and among Overseas Filmgroup, Inc., a Delaware corporation (the "Debtor"), and Ellen Dinerman Little, an individual, and Robert B. Little, an individual (each...Security Agreement • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
EXHIBIT 4.3 STOCK OPTION AGREEMENT AGREEMENT, made as of July 11, 1999 between OVERSEAS FILMGROUP, INC., a Delaware corporation (the "Company"), and GARY STEIN (the "Optionee"). WHEREAS, the Board of Directors of the Company has authorized the grant...Stock Option Agreement • December 12th, 2001 • First Look Media Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 10.27 AGREEMENT OF SUBLEASEAgreement • May 7th, 2002 • First Look Media Inc • Services-motion picture & video tape production
AMENDMENT NO. 5 dated as of April 18, 2003 to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000, as amended, among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the "Borrower"), the Guarantors named...First Look Media Inc • May 15th, 2003 • Services-motion picture & video tape production • New York
AMENDMENT NO. 4 dated as of February 18, 2003 to the Credit, Security, Guaranty and Pledge Agreement dated as of June 20, 2000, as amended, among First Look Media, Inc. (formerly known as Overseas Filmgroup, Inc.) (the "Borrower"), the Guarantors...First Look Media Inc • April 15th, 2003 • Services-motion picture & video tape production • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2002 • First Look Media Inc • Services-motion picture & video tape production • Delaware
OVERSEAS FILMGROUP, INC. STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or Subsidiary and...Stock Option Agreement • February 19th, 1997 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
CONFIDENTIAL TREATMENT REQUESTED The asterisked portions of this document have been omitted and are filed separately with the Commission MOVIE AND MOTION PICTURE PROGRAMMING AGREEMENT This Agreement (this "Agreement") is entered into by and between...Confidential Treatment • August 23rd, 1999 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Texas
PROMISSORY NOTEPromissory Note • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of the 20th day of June, 2000 between Christopher Cooney, an individual residing at 23 Woodland Place, Chappaqua, New York 10514 ("Employee") and Overseas Filmgroup,...Employment Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
June 26, 2002 First Look Media, Inc. 8000 Sunset Boulevard, Penthouse East Los Angeles, California 90046 Ladies and Gentlemen: To reflect management's commitment to the success of First Look Media, Inc. ("Company"), each of the undersigned, a...First Look Media Inc • July 2nd, 2002 • Services-motion picture & video tape production
OVERSEAS FILMGROUP, INC. STOCK PURCHASE AGREEMENT AGREEMENT made as of this ____ day of_______________________ 199____, by and between Overseas Filmgroup, Inc., a Delaware corporation (the "Corporation"), and __________________________________, the...Stock Purchase Agreement • February 19th, 1997 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
VOTING AGREEMENT THIS VOTING AGREEMENT ("Agreement") is entered into as of the 20th day of June, 2000 by and among Overseas Filmgroup, Inc. ("Company"), Rosemary Street Productions, LLC ("Rosemary"), Robert Little ("Robert"), Ellen Little ("Ellen"),...Voting Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
dated May 3, 2000 betweenSecurities Purchase Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
Recitals:Stockholders' Voting Agreement • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
OVERSEAS FILMGROUP, INC. AUTOMATIC STOCK OPTION AGREEMENT RECITALS A. The Corporation has implemented an automatic option grant program under the Corporation's 1996 Basic Stock Option and Stock Appreciation Rights Plan pursuant to which eligible...Automatic Stock Option Agreement • February 19th, 1997 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
Exhibit 10.34 AMENDED AND RESTATED VOTING AGREEMENT THIS AMENDED AND RESTATED VOTING AGREEMENT ("Agreement") is entered into as of the 25th day of June, 2002 by and among First Look Media, Inc. (f/k/a Overseas Filmgroup, Inc.) ("Company"), Rosemary...Voting Agreement • July 2nd, 2002 • First Look Media Inc • Services-motion picture & video tape production • Delaware
COPYRIGHT SECURITY AGREEMENT WHEREAS, Overseas Filmgroup, Inc., a Delaware corporation (the "Borrower"), and each Guarantor under the Credit Agreement (as hereinafter defined) whose name appears at the foot hereof (the Borrower and each such Guarantor...Copyright Security Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • New York
WARRANTOverseas Filmgroup Inc • June 29th, 2000 • Services-motion picture & video tape production • Delaware
NON-COMPETITION AGREEMENT This Non-Competition Agreement is entered into as of October 31, 1996 among Ellen Dinerman Little ("Little") and Overseas FilmGroup, Inc., a Delaware corporation ("OFG"). OFG is hereinafter referred to as the "Company."...Non-Competition Agreement • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is entered into as of the 20th day of June, 2000 between Robert B. Little ("Employee") and Overseas Filmgroup, Inc., a Delaware corporation (the...Employment Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • April 15th, 1999 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
NON-COMPETITION AGREEMENT This Non-Competition Agreement is entered into as of October 31, 1996 among Robert B. Little ("Little") and Overseas FilmGroup, Inc., a Delaware corporation ("OFG"). OFG is hereinafter sometimes referred to as the "Company."...Non-Competition Agreement • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
April 14, 1998 From: Coutts & Co. 440 Strand London WC2R OQS Berliner Bank A.G. London Branch No. 1 Crown Court Cheapside London EC2V 6JP To: Overseas Filmgroup, Inc. 8800 Sunset Boulevard Los Angeles, California 90069 Re: Restated and Amended...Overseas Filmgroup Inc • April 28th, 1998 • Services-motion picture & video tape production • California
AMENDMENT TOAgreement of Merger • October 15th, 1996 • Entertainment Media Acquisition Corp • Services-motion picture & video tape production
EXHIBIT 10.26 RESTATED LOAN OUT AGREEMENT --------------------------- THIS LOAN OUT is effective as of March 11, 1996, between Overseas Filmgroup, Inc. ("Company"), whose principal place of business is at 8800 Sunset Boulevard, Los Angeles, California...Loan Out Agreement • April 28th, 1998 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
RECITALSSpecial Stock Option Plan and Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • Delaware
TAX REIMBURSEMENT AGREEMENT THIS TAX REIMBURSEMENT AGREEMENT ("Agreement") is made as of this 31st day of October, 1996 between: Robert B. Little ("RBL"), Ellen Dinerman Little ("EDL") and William F. Lischak ("WFL"), (RBL, EDL and WFL are collectively...Tax Reimbursement Agreement • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
amongGuaranty and Pledge Agreement • June 29th, 2000 • Overseas Filmgroup Inc • Services-motion picture & video tape production • New York
RECITALS:Pledge and Security Agreement • July 2nd, 2002 • First Look Media Inc • Services-motion picture & video tape production • California
LIMITED LIABILITY COMPANY AGREEMENT OF FIRST LOOK/SEVEN HILLS LLCLimited Liability Company Agreement • July 2nd, 2002 • First Look Media Inc • Services-motion picture & video tape production • Delaware
