Regent Studios L.L.C. Contract # 2010 International Multiple Rights Deal Memo Contract Date 01-July-07 Basic License and Financial Terms (“Deal Memo”) This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the...
Exhibit 10.2
| Regent Studios L.L.C. | Contract # 2010 | |||
| International Multiple ▇▇▇▇▇▇ ▇▇▇▇ Memo | Contract Date 01-July-07 | |||
| Basic License and Financial Terms (“Deal Memo”) | ||||
| This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: |
Licensor:
|
Licensee/Distributor: | |
REGENT STUDIOS L.L.C.
|
HERE NETWORKS L.L.C. | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ | |
Los Angeles, CA 90024
|
Los Angeles, CA 90024 | |
U.S.A.
|
U.S.A. | |
Phone: ▇▇▇-▇▇▇-▇▇▇▇
|
Phone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Fax: ▇▇▇-▇▇▇-▇▇▇▇
|
Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
Titles:
| Title | Fee | |||
▇▇▇▇▇ & ▇▇▇▇’S ROAD TRIP (Eps. 101-106) |
US$ | 120,000 | ||
▇▇▇▇▇ & ▇▇▇▇ TO THE RESCUE (Eps. 101-107) |
US$ | 140,000 | ||
▇▇▇▇▇ & ▇▇▇▇: PROVINCETOWN (Eps. 101-107) |
US$ | 120,000 | ||
COVER GUY, Season 1 (Eps. 101-106} |
US$ | 120,000 | ||
COVER GUY, Season 2 (Eps. 201-206) |
US$ | 120,000 | ||
COVER GUY, Season 3 (Eps. 301-306} |
US$ | 120,000 | ||
JERUSALEM PRIDE |
US$ | 100,000 | ||
TURNING JAPANESE |
US$ | 100,000 | ||
WIGGLE SHOW, THE |
US$ | 100,000 | ||
TOTAL LICENSE FEE: |
US$ | 1,040,000 | ||
Territories and Languages:
o Subtitled o Dubbed (unless otherwise stated)
U.S.A. (English), U.S. Possessions (English)
U.S.A. (English), U.S. Possessions (English)
Licensed Rights
Pay Per View Rights
| Pay Per View | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Demand
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A | |||||
Near Video on Demand
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A | |||||
Subscription Video on Demand
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A | |||||
Non-Residential
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A | |||||
Residential
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A |
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
1
Pay TV Rights
| Pay TV | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Cable
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A | |||||
Satellite
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A | |||||
Terrestrial
|
þ Yes o No | See Attached Schedule A | See Attached Schedule A |
All rights not specifically licensed are reserved to Licensor.
Cross Collateralization:
Not Applicable.
Disposition of Gross Receipts
Right Category
|
Disposition Type: | |
Pay Per View & Pay TV Rights
|
Flat |
Licensor shall receive the following flat amount in US Dollars: $1,040,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture
licensed herein.
Financial Terms:
Applies to all Licensed Pictures:
| • | 25% due June 30, 2009. | ||
| • | 25% due December 31, 2009. | ||
| • | 25% due June 30, 2010. | ||
| • | 25% due December 31, 2010. |
Authorized Telecasts/Runs
Right Category
|
Runs: | |
Pay Per View Rights
|
Unlimited | |
Pay TV Rights
|
Unlimited |
Additional Terms:
1. DEAL MEMO AGREEMENT
THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and
Conditions contained in Licensor’s most current Licensing Agreement, IS A BINDING AND FINAL
CONTRACT BETWEEN THE PARTIES.
| REGENT STUDIOS L.L.C.: | HERE NETWORKS L.L.C.: | |||||
By:
|
|
By: |  |
|||
Title:
Title:
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
2
SCHEDULE A
| Title / Picture | License Term | |
▇▇▇▇▇ & ▇▇▇▇’s Road Trip
{Eps. 101 - 106)
|
6/1/07 to 5/31/10 | |
▇▇▇▇▇ & ▇▇▇▇ to the Rescue
(Eps. 101 - 107)
|
6/1/07 to 5/31/10 | |
▇▇▇▇▇ & ▇▇▇▇: Provincetown
(Eps. 101 - 107)
|
3 years from Delivery and Technical Acceptance | |
Cover Guy, Season 1
(Eps. 101 - 106)
|
6/1/07 to 5/31/10 | |
Cover Guy, Season 2
(Eps. 201 - 206)
|
6/1/07 to 5/31/10 | |
Cover Guy, Season 3
(Eps. 301 - 306)
|
3 years from Delivery and Technical Acceptance | |
Jerusalem Pride
|
3 years from Delivery and Technical Acceptance | |
Turning Japanese
|
3 years from Delivery and Technical Acceptance | |
Wiggle Show, The
|
5 years from Delivery and Technical Acceptance | |
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
3
| Regent Studios L.L.C. | Contract # 2005 | |||
| International Multiple ▇▇▇▇▇▇ ▇▇▇▇ Memo | Contract Date 14-Sept-07 | |||
| Basic License and Financial Terms (“Deal Memo”) | ||||
| This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: |
Licensor:
|
Licensee/Distributor: | |
REGENT STUDIOS L.L.C.
|
HERE NETWORKS L.L.C. | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ | |
Los Angeles, CA 90024
|
Los Angeles, CA 90024 |
|
U.S.A.
|
U.S.A. | |
Phone: ▇▇▇-▇▇▇-▇▇▇▇
|
Phone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Fax: ▇▇▇-▇▇▇-▇▇▇▇
|
Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
Titles:
| Title | Fee | |||
THE LAIR — Season 2
(Eps. 201 - 209) |
US$ | 900,000 | ||
Territories and Languages:
o Subtitled o Dubbed (unless otherwise stated)
U.S.A. (English), U.S. Possessions (English)
Canada (English and French)
U.S.A. (English), U.S. Possessions (English)
Canada (English and French)
Licensed Rights
Video Rights (U.S.A. = English: Canada = French only)
| Home Video Rental | Licensed | Non-excl. | Holdback | License Term Ends | ||||
DVD
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Laser Disk
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Cassette
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Home Video Sell Thru | Licensed | Non-excl. | Holdback | License Term Ends | ||||
DVD
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Laser Disk
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Cassette
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Pav Per View Rights (U.S.A. = English: Canada = French & English)
| Pay Per View | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Near Video on Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Subscription Video on Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-Residential
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Residential
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Pav TV Rights (U.S.A. = English: Canada = French & English)
| Pay TV | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Cable
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Satellite
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Terrestrial
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Initialed by: 
(Licensor)
Initialed by:
(Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
1
Free TV Rights (U.S.A. = English: Canada = French only)
| Pay TV | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Cable
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Satellite
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Terrestrial
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Internet Rights (U.S.A. = English: Canada = French & English)
| Internet | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Internet
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
All rights not specifically licensed are reserved to Licensor.
Cross Collateralization:
Not Applicable.
Disposition of Gross Receipts
Right Category
|
Disposition Type: | |
Video, Pay Per View, Pay TV, Free TV & Internet Rights
|
Flat |
Licensor shall receive the following flat amount in US Dollars: $900,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture
licensed herein.
Financial Terms:
Applies to all Licensed Pictures:
| • | US$150,000 due twelve (12) months from start of License Term. | ||
| • | US$150,000 due twenty-four (24) months from start of License Term. | ||
| • | US$300,000 due thirty-six (36) months from start of License Term. | ||
| • | US$300,000 due forty-eight (48) months from start of License Term. |
Authorized Telecasts/Runs
Right Category
|
Runs: | |
Pay Per View Rights
|
Unlimited | |
Pay TV Rights
|
Unlimited | |
Free TV Rights
|
Unlimited |
Additional Terms:
1. DEAL MEMO AGREEMENT
THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule ot Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.
| REGENT STUDIOS L.L.C.: | HERE NETWORKS L.L.C.: | |||||
By:
|
|
By: |  |
|||
Title:
Title:
CEO
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by:
(Licensor)Initialed by:
(Licensee/Distributor)
2
| Regent Studios L.L.C. International Multiple ▇▇▇▇▇▇ ▇▇▇▇ Memo Basic License and Financial Terms (“Deal Memo”) |
Contract # 2006 Contract Date 05-Oct-07 |
|||
This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: |
Licensor:
|
Licensee/Distributor: | |
REGENT STUDIOS L.L.C.
|
HERE NETWORKS L.L.C. | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ | |
Los Angeles, CA 90024
|
Los Angeles, CA 90024 | |
U.S.A.
|
U.S.A. | |
Phone: ▇▇▇-▇▇▇-▇▇▇▇
|
Phone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Fax: ▇▇▇-▇▇▇-▇▇▇▇
|
Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
Titles:
| Title | Fee | |||
LESBIAN SEX & SEXUALITY — Season 2 (Eps. 201 - 203) |
US$ | 300,000 | ||
Territories and Languages:
o Subtitled o Dubbed (unless otherwise stated)
U.S.A. (English), U.S. Possessions (English)
Canada (English and French)
U.S.A. (English), U.S. Possessions (English)
Canada (English and French)
Licensed Rights
Cinematic Rights
| Theatrical | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Standard Theatrical
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Public Video | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Mini-Theatre
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Non-Theatrical | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Bars
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Educational Institutions
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Public Institutions
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Video Rights
| Home Video Rental | Licensed | Non-excl. | Holdback | License Term Ends | ||||
All Future Video Uses
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Cassette
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
DVD
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Laser Disk
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Home Video Sell Thru | Licensed | Non-excl. | Holdback | License Term Ends | ||||
All Future Video Uses
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Cassette
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
1
| Home Video Sell Thru | Licensed | Non-excl. | Holdback | License Term Ends | ||||
DVD
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Laser Disk
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Commercial Video | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Educational Institutions
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-U.S Military Bases
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-U.S Military Vessels
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-U.S. Gov. Installations
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Bars
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Pay Per View Rights
| Pay Per View | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Near Video on Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Subscription Video on Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-Residential
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Residential
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Pay TV Rights
| Pay TV | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Cable
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Satellite
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Terrestrial
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Free TV Rights
| Pav TV | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Cable
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Satellite
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Terrestrial
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Internet Rights
| Internet | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Internet
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
All rights not specifically licensed are reserved to Licensor.
Cross Collateralization:
Not Applicable.
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
2
Disposition of Gross Receipts
Right Category
|
Disposition Type: | |
Cinematic, Video, Pay Per View, Pay TV, Free TV & Internet Rights
|
Flat |
Licensor shall receive the following flat amount in US Dollars: $300,000.00. No other amounts are
due to Licensor from the exploitation of the Licensed Rights to the Picture licensed herein.
Financial Terms:
Applies to all Licensed Pictures:
| • | 20% due twelve (12) months from start of License Term. | ||
| • | 20% due twenty-four (24) months from start of License Term. | ||
| • | 20% due thirty-six (36) months from start of License Term. | ||
| • | 20% due forty-eight (48) months from start of License Term. | ||
| • | 20% due sixty (60) months from start of License Term. |
Authorized Telecasts/Runs
Right Category
|
Runs: | |
Ver View Rights
|
Unlimited | |
Pay TV Rights
|
Unlimited | |
Free TV Rights
|
Unlimited |
Additional Terms:
1. DEAL MEMO AGREEMENT
THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and
Conditions contained in Licensor’s most current Licensing Agreement, IS A BINDING AND FINAL
CONTRACT BETWEEN THE PARTIES.
| REGENT STUDIOS L.L.C. | HERE NETWORKS L.L.C. | |||||
By:
|
|
By: | |
|||
Title:
|
President | Title: | CEO | |||
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
3
| Regent Studios L.L.C. | Contract # 2007 | |||
| International Multiple ▇▇▇▇▇▇ ▇▇▇▇ Memo Basic License and Financial Terms (“Deal Memo”) | Contract Date 05-Oct-07 | |||
| This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: |
Licensor:
|
Licensee/Distributor: | |
REGENT STUDIOS L.L.C.
|
HERE NETWORKS L.L.C. | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ | |
Los Angeles, CA 90024
|
Los Angeles, CA 90024 | |
U.S.A.
|
U.S.A. | |
Phone: ▇▇▇-▇▇▇-▇▇▇▇
|
Phone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Fax: ▇▇▇-▇▇▇-▇▇▇▇
|
Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
Titles:
| Title | Fee | |||
LESBIAN SEX & SEXUALITY — Season 2 (Eps. 204 - 205) |
US$ | 200,000 | ||
Territories and Languages:
o
Subtitled o Dubbed (unless otherwise stated)
U.S.A. (English), U.S. Possessions (English)
Canada (English and French)
U.S.A. (English), U.S. Possessions (English)
Canada (English and French)
Licensed Rights
Cinematic Rights
| Theatrical | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Standard Theatrical
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Public Video | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Mini-Theatre
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Non-Theatrical | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Bars
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Educational Institutions Public Institutions
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Public Institutions
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Video
Rights
| Home Video Rental | Licensed | Non-excl. | Holdback | License Term Ends | ||||
All Future Video Uses
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Cassette
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
DVD
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Laser Disk
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Home Video Sell Thru | Licensed | Non-excl. | Holdback | License Term Ends | ||||
All Future Video Uses
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Cassette
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
1
| Home Video Sell Thru | Licensed | Non-excl. | Holdback | License Term Ends | ||||
DVD
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Laser Disk
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
| Commercial Video | Licensed | Non-excl. | Holdback | License Term Ends | ||||
Educational Institutions
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-U.S. Military Bases
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-U.S. Military Vessels
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-U.S. Gov. Installations
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Bars
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Pay Per View Rights
| Pay Per View | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Near Video on Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Subscription Video on Demand
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Non-Residential
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Residential
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Pay TV Rights
| Pay TV | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Cable
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Satellite
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Terrestrial
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Free TV Rights
| Pay TV | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Cable
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Satellite
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance | |||||
Terrestrial
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
Internet Rights
| Internet | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Internet
|
þ Yes o No | TBD | 5 years from Delivery and Technical Acceptance |
All rights not specifically licensed are reserved to Licensor.
Cross
Collateralization:
Not Applicable.
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
2
Disposition of Gross Receipts
Right Category
|
Disposition Type: | |
Cinematic, Video, Pay Per View, Pay TV, Free TV & Internet Rights
|
Flat |
Licensor shall receive the following flat amount in US Dollars: $200,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture licensed
herein.
Financial Terms:
Applies to all Licensed Pictures:
| • | 20% due twelve (12) months from start of License Term. | ||
| • | 20% due twenty-four (24) months from start of License Term. | ||
| • | 20% due thirty-six (36) months from start of License Term. | ||
| • | 20% due forty-eight (48) months from start of License Term. | ||
| • | 20% due sixty (60) months from start of License Term. |
Authorized
Telecasts/Runs
Right Category
|
Runs: | |
Pay Per View Rights
|
Unlimited | |
Pay TV Rights
|
Unlimited | |
Free TV Rights
|
Unlimited |
Additional Terms:
1. DEAL MEMO AGREEMENT
THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained
in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.
| REGENT STUDIOS L.L.C.: | HERE NETWORKS L.L.C.: | |||||
By:
|
|
By: | |
|||
Title:
|
President | Title: | CEO | |||
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
3
| Regent Studios L.L.C. | Contract # 2012 | |||
| International Multiple ▇▇▇▇▇▇ ▇▇▇▇ Memo | Contract Date 15-Dec-07 | |||
| Basic License and Financial Terms (“Deal Memo”) | ||||
| This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: |
Licensor:
|
Licensee/Distributor: | |
REGENT
STUDIOS L.L.C.
|
HERE NETWORKS L.L.C. | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ | |
Los Angeles, CA 90024 |
Los Angeles, CA 90024 | |
U.S.A.
|
U.S.A. | |
Phone: ▇▇▇-▇▇▇-▇▇▇▇
|
Phone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Fax: ▇▇▇-▇▇▇-▇▇▇▇
|
Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
Titles:
| Title | Fee | |||
BACKLOT SERIES (Episodes 201-212) |
US$ | 360,000 | ||
Territories and Languages:
o
Subtitled o Dubbed (unless otherwise stated)
U.S.A. (English), U.S. Possessions (English)
U.S.A. (English), U.S. Possessions (English)
Licensed Rights
Pay Per View Rights
| Pay Per View | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Near Video on Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Subscription Video on Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Non-Residential
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Residential
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
Pay
TV Rights
| Pay TV | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Cable
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Satellite
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Terrestrial
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
Internet Rights
| Internet | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Internet
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
All rights not specifically licensed are reserved to Licensor.
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
1
Cross Collateralization:
Not Applicable.
Disposition of Gross Receipts
Right Category
|
Disposition Type: | |
Pay Per View, Pay TV & Internet Rights
|
Flat |
Licensor shall receive the following flat amount in US Dollars: $360,000.00. No other amounts
are due to Licensor from the exploitation of the Licensed Rights to the Picture licensed
herein.
Financial Terms:
Applies to all Licensed Pictures:
| • | 25% due June 30, 2009. | ||
| • | 25% due December 31, 2009. | ||
| • | 25% due June 30, 2010. | ||
| • | 25% due December 31, 2010. |
Authorized Telecasts/Runs
Right Category
|
Runs: | |
Pay Per View Rights
|
Unlimited | |
Pay TV Rights
|
Unlimited | |
Free TV Rights
|
Unlimited |
Additional Terms:
1. DEAL MEMO AGREEMENT
THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.
| REGENT STUDIOS L.L.C.: | HERE NETWORKS L.L.C.: | |||||
By:
|
|
By: | |
|||
Title:
|
Title: | |||||
2
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
SCHEDULE A
| Picture | License Term | |
Backlot: Making of ▇▇▇▇▇’s Cove Season 2
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of ▇▇▇▇▇’s Cove Season 3
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of A Date with Murder
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of DL Chronicles
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of The Lair
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Meltdown
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Paradise Falls, Season 3
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Polar Opposites
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Queens
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Shock to the System
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Solar Flare
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Trapped
|
5 years from Delivery and Technical Acceptance | |
TOTAL LICENSE FEE: $ 360,000
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
3
| Regent Studios L.L.C. | Contract # 2073 | |||
| International Multiple ▇▇▇▇▇▇ ▇▇▇▇ Memo | Contract Date 24-Jan-08 | |||
| Basic License and Financial Terms (“Deal Memo”) | ||||
| This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: |
Licensor:
|
Licensee/Distributor: | |
REGENT STUDIOS L.L.C.
|
HERE NETWORKS L.L.C. | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ | |
Los Angeles, CA 90024
|
Los Angeles, CA 90024 | |
U.S.A.
|
U.S.A. | |
Phone: ▇▇▇-▇▇▇-▇▇▇▇
|
Phone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Fax: ▇▇▇-▇▇▇-▇▇▇▇
|
Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
Titles:
| Title | Fee | |||
HOUSE OF VENUS (Eps. 101-112) |
US$ | 175,000 | ||
OCCUPIED |
US$ | 100,000 | ||
UOMO MODE: MEN’S FASHION INSIDER (Eps. 101-106) |
US$ | 100,000 | ||
TOTAL LICENSE FEE: |
US$ | 375,000 | ||
Territories and Languages:
o
Subtitled o Dubbed (unless otherwise stated)
U.S.A. (English), U.S. Possessions (English)
U.S.A. (English), U.S. Possessions (English)
Licensed Eights
Pay Per View Rights
| Pay Per View | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Near Video on Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Subscription Video on Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Non-Residential
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Residential
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
Pay TV Rights
| Pav TV | Licensed | Non-excl. | Holdback | License Term Starts & Ends | ||||
Cable
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Satellite
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Terrestrial
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
1
All rights not specifically licensed are reserved to Licensor.
Cross Collateralization:
Not Applicable.
Disposition of Gross Receipts
Right Category
|
Disposition Type: | |
Pay Per View & Pay TV Rights
|
Flat |
Licensor shall receive the following flat amount in US Dollars: $375,000.00. No other amounts
are due to Licensor from the exploitation of the Licensed Rights to the Picture licensed
herein.
Financial Terms:
Applies to HOUSE OF VENUS and OCCUPIED:
| • | 25% due June 30, 2009. | ||
| • | 25% due December 31, 2009. | ||
| • | 25% due June 30, 2010. | ||
| • | 25% due December 31, 2010. |
Applies
to UOMO MODE: MEN’S FASHION INSIDER:
| • | 25% due March 31, 2009. | ||
| • | 25% due September 30, 2009. | ||
| • | 25% due March 31, 2010. | ||
| • | 25% due September 30, 2010. |
Authorized Telecasts/Runs
Right Category
|
Runs: | |
Pay Per View Rights
|
Unlimited | |
Pay TV Rights
|
Unlimited |
Additional Terms:
1. DEAL MEMO AGREEMENT
THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.
| REGENT STUDIOS L.L.C.: | HERE NETWORKS L.L.C.: | |||||
By:
|
|
By: | |
|||
Title:
|
Title: | |||||
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
2
SCHEDULE A
| Title / Picture | License Term | |
House of Venus (Eps. 101 - 112)
|
5 years from Delivery and Technical Acceptance | |
Occupied
|
3 years from Delivery and Technical Acceptance | |
Uomo
Mode: Men’s Fashion Insider (Eps. 101 - 106)
|
5 years from Delivery and Technical Acceptance | |
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
Initialed by: (Licensee/Distributor)
3
| Regent Studios L.L.C. | Contract # 2014 | |||
| International Multiple ▇▇▇▇▇▇ ▇▇▇▇ Memo | Contract Date 13-Feb-08 | |||
| Basic License and Financial Terms (“Deal Memo”) | ||||
| This Deal Memo, consisting of these Basic Terms and any attached supplemental pages, contains the basic agreement of the parties as follows: |
Licensor:
|
Licensee/Distributor: | |
REGENT STUDIOS L.L.C.
|
HERE NETWORKS L.L.C. | |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
|
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ | |
Los Angeles, CA 90024
|
Los Angeles, CA 90024 | |
U.S.A.
|
U.S.A. | |
Phone: ▇▇▇-▇▇▇-▇▇▇▇
|
Phone: ▇▇▇-▇▇▇-▇▇▇▇ | |
Fax: ▇▇▇-▇▇▇-▇▇▇▇
|
Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
Titles
| Title | Fee | |||
BACKLOT SERIES (Episodes 301 — 312) |
US$ | 360,000 | ||
Territories and Languages:
o
Subtitled o
Dubbed (unless otherwise stated)
U.S.A. (English), U.S. Possessions (English)
U.S.A. (English), U.S. Possessions (English)
Licensed Rights
Pay Per View Rights
| Pay Per View | Licensed | Non-Excl. | Holdback | License Term Sports & Ends | ||||
Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Near Video on Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Subscription Video on Demand
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Non-Residential
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Residential
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
Pay TV Rights
| Pay TV | Licensed | Non-Excl. | Holdback | License Term Sports & Ends | ||||
Cable
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Satellite
|
þ Yes o No | See attached Schedule A | See attached Schedule A | |||||
Terrestrial
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
Internet Rights
| Internet | Licensed | Non-Excl. | Holdback | License Term Sports & Ends | ||||
Internet
|
þ Yes o No | See attached Schedule A | See attached Schedule A |
All rights not specifically licensed are reserved to Licensor.
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
1
Cross Collateralization:
Not Applicable.
Disposition of Gross Receipts
Right Category
|
Disposition Type: | |
Pay Per View, Pay TV & Internet Rights
|
Flat |
Licensor shall receive the following flat amount in US Dollars: $360,000.00. No other
amounts are due to Licensor from the exploitation of the Licensed Rights to the Picture
licensed herein.
Financial Terms:
Applies to all licensed Pictures:
| • | 25% due June 30, 2009. | ||
| • | 25% due December 31, 2009. | ||
| • | 25% due June 30, 2010. | ||
| • | 25% due December 31, 2010. |
Authorized Telecasts/Runs
Right Category
|
Runs: | |
Pay Per View Rights
|
Unlimited | |
Pay TV Rights
|
Unlimited | |
Free TV Rights
|
Unlimited |
Additional Terms:
1. DEAL MEMO AGREEMENT
THIS DEAL MEMO AGREEMENT (as contained on this page and all attached pages), and incorporating the
Schedule of Definitions and Standard Terms and Conditions contained in Licensor’s most current
Licensing Agreement, IS A BINDING AND FINAL CONTRACT BETWEEN THE PARTIES.
| REGENT STUDIOS L.L.C. | HERE NETWORKS L.L.C. | |||||
By:
|
|
By: | |
|||
Title:
|
Title: | CEO | ||||
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
2
SCHEDULE A
| Picture | License Term | |
Backlot: Making of Acid Rain
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of The Calm Before
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Deadly Rising
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Devil is a Woman
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of The DL Chronicles,
Vol. 2
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Fall of Hyperion
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Heat Wave
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Ice Blues
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Kiss Me Deadly
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of The Lair, Season 2
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of On the Other Hand,
Death
|
5 years from Delivery and Technical Acceptance | |
Backlot: Making of Shelter
|
5 years from Delivery and Technical Acceptance | |
TOTAL LICENSE FEE: $ 360,000
Initialed by: (Licensor)
Initialed by: (Licensee/Distributor)
(Licensor)Initialed by:
(Licensee/Distributor)
3