EXHIBIT 10.1
OPTION AGREEMENT
KNOW ALL PERSONS BY THESE PRESENTS: that for good and valuable consideration
receipt of which is hereby acknowledged, the undersigned, TAP Entertainment,
Inc. ("Owner"), hereby grants to Xxxxx Dead, Inc. ("Purchaser"), and Purchaser's
representatives, successors, licensees and assigns the sole exclusive and
irrevocable right and option to purchase and acquire from Owner all of Owner's
right, title and interest, including, without limitation, all motion picture,
television and customary allied and incidental rights (to include, without
limitation, merchandising, advertising, publicity, music publishing, soundtrack,
videocassette rights and limited publication rights) (collectively, "Rights")
for all purposes including production, advertising, license distribution, and
exploitation purposes, in all languages and all media now known or hereafter
devised, throughout the universe in perpetuity, in and to the below-referenced
literary material and any other literary material including, without limitation,
all now existing and hereafter created titles, themes, ideas, stories, contents,
dialogue, characters, artwork, visual images, issues, adaptations, and other
versions thereof and in and to the copyright thereof and all renewals and
extensions of such copyright.
Title: "Xxxxx Dead" Screenplay
Written by: Xxxxx Xxxxxx
Date and Place of First Publication: Screenplay Draft dated 6/11/01
WGA Registration No: 058841
Owner represents and warrants that Owner is the owner of the Rights, and that
Owner has not heretofore sold, assigned, transferred, mortgaged, pledged or
hypothecated any of the Rights
Purchaser's Option shall commence as of the date hereof and continue through (a)
the six (6) month plus one (1) week anniversary of the date the Securities and
Exchange Commission ("SEC") declares the Company's Initial Public Offering
effective ("Effective Date"); or (b) one (1) year from the date hereof,
whichever is later ("Option Period"), but in no event shall the Option Period be
more than three (3) years. The Option herein granted may be exercised by
Purchaser or its heirs, representatives, successors, licensees or assigns as
provided in that certain option/purchase agreement dated as of April 7, 2003
("Agreement") between Purchaser and Owner, and this Agreement is subject to all
of the terms and conditions of the said Agreement, all of which are incorporated
herein by reference.
IN WITNESS WHEREOF, the undersigned has executed this instrument this 7th day of
April, 2003.
/s/ XXXXX XXXXX
----------------------------
Xxxxx Xxxxx, TAP Entertainment
STATE OF CA
COUNTY OF LOS ANGELES
On April 7, 2003, before me, Xxxxxxx X. Xxxxxxx, personally appeared Xxxxx
Xxxxx, officer of TAP Entertainment, Inc., personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal. (SEAL)
/s/ XXXXXXX X. XXXXXXX
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QUITCLAIM
KNOW ALL PERSONS BY THESE PRESENTS: that for good and valuable consideration
receipt of which is hereby acknowledged, the undersigned, TAP Entertainment,
Inc. ("Owner"), hereby quitclaims over to Xxxxx Dead, Inc. ("Purchaser"), and
Purchaser's successors, and assigns, as of April 7th, 2003 all of Owner's right,
title and interest, including, without limitation, all motion picture,
television and certain allied and incidental rights (to include, without
limitation, merchandising, advertising, publicity, music publishing, soundtrack,
videocassette, internet rights and limited publication rights) (collectively,
"Rights") for all purposes including production, advertising, license,
distribution, and exploitation purposes, in all languages and all media now
known or hereafter devised, throughout the universe, in perpetuity, in and to
the below-referenced literary material and any other literary material,
including, without limitation, all now existing and hereafter created titles,
themes, ideas, stories, contents, dialogue, characters, artwork, visual images,
issues, adaptations, and other versions thereof, and in and to the copyright
thereof and of any productions produced by Purchaser which are based thereon or
derived therefrom and all renewals and extensions of such copyright(s) (the
"Material").
Title: "Xxxxx Dead" Screenplay
Written by: Xxxxx Xxxxxx
Date and Place of First Publication: Screenplay Draft dated 6/11/01
WGA Registration No: 058841
Owner and Purchaser have entered into or are entering into a formal
option/purchase agreement dated as of April 1, 2003 ("Agreement") relating to
the transfer and quitclaim of the rights in and to Material, which rights are
more fully described in the Agreement, and this quitclaim is expressly made
subject to all of the terms, conditions and provisions contained in the
Agreement, all of which are incorporated herein by reference. If Purchaser
abandons production of the motion picture based upon the Rights (the "Picture"),
at that point all rights in the Screenplay previously held by TAP will revert to
TAP free of any liens, and TAP shall have the right to reacquire any and all
materials developed by the Purchaser upon payment by TAP to Purchaser of all
Purchaser's direct, hard costs, including the Purchase Price , the Xxxxxxx Fee
(as defined in the Rights Agreement for the Screenplay), the development costs,
and any actual interest paid by the Company on such costs. TAP shall have the
right to reacquire any and all materials developed by Purchaser upon payment by
Owner to Purchaser of all of Purchaser's direct, hard costs in connection with
same.
IN WITNESS WHEREOF, the undersigned has executed this assignment this 7th day of
April, 2003.
/s/ XXXXX XXXXX
--------------------------
Xxxxx Xxxxx, TAP Entertainment
STATE OF CA
COUNTY OF LOS ANGELES
On April 7, 2003, before me, Xxxxxxx X. Xxxxxxx, personally appeared Xxxxx
Xxxxx, officer of TAP Entertainment, Inc., personally known to me to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal. (SEAL)
/s/ XXXXXXX X. XXXXXXX
-----------------------------
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