JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT ("Agreement") made and entered into
as of this 29th day of June, 2015, by and between Left Coast
Pictures, Inc. ("Left Coast") and Media Assets Group, Inc.
("Media Assets") (collectively the ?Parties? or ?Party?).
ARTICLE I
GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall
be to combine the respective Parties? efforts and assets for the
creation, management, operation and any other functions
necessary to produce, acquire, license and distribute
independent films and television programing.
1.02 Term of the Agreement. This Joint Venture shall commence
on the date first written above and shall continue in existence
until terminated, liquidated, or dissolved by law or for a
minimum period of two years.
ARTICLE II
GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized
in this Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that,
directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control of such
entity.
2.02 Capital Contribution(s). The capital contribution to the
Joint Venture actually made by the Parties, including property,
cash and any additional capital contributions made.
2.03 Profits and Losses. Any profit or loss by the Joint
Venture for federal income tax purposes determined by the Joint
Venture's fiscal year, including, without limitation, each item
of income, gain, loss or deduction.
ARTICLE III
OBLIGATIONS OF THE JOINT VENTURERS
3.01 General Obligations. Left Coast is responsible for all
operations and decisions of the Joint Venture regarding the
planning, staffing, management and operation of the Company?s
platform, production, acquisition and licensing of independent
films and television programs. Media Assets is responsible for
the funding of a minimum of $250,000 necessary to build the
distribution platform and for the acquisition of film and
television licensing.
3.02 Exclusivity. Left Coast agrees to grant to Media Assets
the Right of First Refusal on all films and television
programing it may acquire as well as any future funding and on
the same terms that Left Coast may be offered by outside
parties.
3.03 Consideration. In consideration of the Joint Venture
herein, Media Assets shall issue to Left Coast or its designees
(see Exhibit A), 180,000,000 Common Shares in exchange for
Series A Preferred Stock in Left Coast with a conversion rate
equal to 20% of the current issued and outstanding of Left Coast
at the time of conversion.
ARTICLE IV
ALLOCATIONS
4.01 Profits and Losses. Commencing on the date hereof and
ending on the termination of the business of the Joint Venture,
all profits, losses and other allocations to the Joint Venture
shall be allocated in accordance to the Capital Contributions by
Media Assets. For each $50,000 in funding by Media Assets,
Media Assets shall be entitled to 10% of the profits.
ARTICLE V
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. Each Party shall have full,
exclusive and complete authority and discretion in the
management and control of the business of the Joint Venture as
it relates to their respective responsibilities for the purposes
herein stated and shall make all decisions affecting their
respective business of the Joint Venture. As such, each Party
shall manage and control the affairs of the Joint Venture to the
best of their ability and shall use its best efforts to carry
out the business of the Joint Venture. Neither Party shall have
any authority or right to act for or bind the Joint Venture
without the express written consent of the other Party.
ARTICLE VI
AGREEMENTS WITH THIRD PARTIES AND
WITH AFFILIATES OF THE JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the Parties to
this Agreement may be engaged to perform services for the Joint
Venture. The validity of any transaction, agreement or payment
involving the Joint Venture and any Affiliates of the Parties to
this Agreement otherwise permitted by the terms of this
Agreement shall not be affected by reason of the relationship
between them and such Affiliates or the approval of said
transactions, agreement or payment.
ARTICLE VII
PAYMENT OF EXPENSES
7.01. Each Party shall be responsible for its own expenses
incurred as a result of this Joint Venture.
ARTICLE VIII
INDEMNIFICATION OF THE JOINT VENTURERS
8.01. The Parties to this Agreement shall have no liability to
the other for any loss suffered which arises out of any action
or inaction if, in good faith, it is determined that such course
of conduct was in the best interests of the Joint Venture and
such course of conduct did not constitute negligence or
misconduct. The Parties to this Agreement shall each be
indemnified by the other against losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained
by it in connection with the Joint Venture.
ARTICLE IX
DISSOLUTION
9.01 Events of the Joint Venture. The Joint Venture shall be
dissolved upon the happening of any of the following events: (a)
the adjudication of bankruptcy, filing of a petition pursuant to
a Chapter of the Federal Bankruptcy Act, withdrawal, removal or
insolvency of either of the Parties; (b) the sale or other
disposition, not including an exchange of all, or substantially
all, of the Joint Venture assets; (c) mutual agreement of the
Parties; (d) violation by either Party of the laws of the
respective states, cities or municipalities where they shall
engage business; or (e) violation of any other terms of this
Agreement.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01 Books and Records. Left Coast shall keep adequate books
and records at its place of business, setting forth a true and
accurate account of all business transactions arising out of and
in connection with the conduct of the Joint Venture.
10.02 Validity. In the event that any provision of this
Agreement shall be held to be invalid, the same shall not affect
in any respect whatsoever the validity of the remainder of this
Agreement.
10.03 Integrated Agreement. This Agreement constitutes the
entire understanding and agreement among the Parties hereto with
respect to the subject matter hereof, and there are no
agreements, understandings, restrictions or warranties among the
Parties other than those set forth herein provided for.
10.04 Headings. The headings, titles and subtitles used in this
Agreement are for ease of reference only and shall not control
or affect the meaning or construction of any provision hereof.
10.05 Notices. Except as may be otherwise specifically provided
in this Agreement, all notices required or permitted hereunder
shall be in writing and shall be deemed to be delivered when
deposited in the United States, mail, postage prepaid, certified
or registered mail, return receipt requested, addressed to the
Parties at their respective addresses set forth in this
Agreement or at such other addresses as may be subsequently
specified by written notice.
10.06 Applicable Law. This Agreement shall be construed and
enforced under the laws of the State of Nevada.
10.07 Other Instruments. The Parties hereto covenant and agree
that they will execute each such other and further instruments
and documents as are or may become reasonably necessary or
convenient to effectuate and carry out the purposes of this
Agreement.
10.08 Non-Disclosure. Any information pursuant to this
Agreement may not be disclosed publicly in any manner without
the prior written approval of both Parties, unless required by
law or statute or any court, governmental or regulatory agency.
All non-public information will be treated by the Parties as
confidential information and the Parties agrees not to make use
of such information other than in connection with its
performance of this Agreement, provided however that any such
information may be disclosed if required by any court or
governmental or regulatory authority, board or agency. ?Non-
public information? shall not include any information which (i)
is or becomes generally available to the public other than as a
result of a disclosure by the Parties; (ii) was available to the
Parties prior to its disclosure to the Parties by the Joint
Venture, provided that such information is not known by the
Parties to be subject to another confidentiality agreement with
another Party; or (iii) becomes available to the Parties on a
non-confidentiality basis from a source other than the Joint
Venture, provided that such source is not bound by a
confidentiality agreement with the Joint Venture.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.
Left Coast Pictures, Inc. Media Assets Group,
Inc.
_/s/ Xxxxxxx J McNamee___ _/s/ Xxxx Berner________
By: Xxxxxxx X XxXxxxx By: Xxxx Xxxxxx
Its: Chairman/CEO Its: President
Exhibit A
Black Swan Partners 173,000,000
Xxxx X XxXxxxx 500,000
Xxxx X Xxxxxxx 500,000
Xxxxxx X Xxxxxx 500,000
Xxxxx X XxXxxxx 500,000
