THE FILM DEPARTMENT HOLDINGS, INC. [ ] Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENT April ___, 2010Underwriting Agreement • April 6th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • New York
Merriman Curhan Ford & Co. Girard Securities, Inc. as Representatives of the several Underwriters named in Schedule A hereto c/o Merriman Curhan Ford & Co. 600 California Street, 9th Floor San Francisco, CA 94108
ContractFilm Department Holdings, Inc. • April 6th, 2010 • Services-motion picture & video tape production • New York
Picture, of 100% of the amount of “P&A Budget” (as defined herein) for such Picture or TWC’s receipt from Licensor of such other financial assurances to secure TWC’s receipt of the amount of the P&A Budget (in a form acceptable to TWC in its sole discretion) for the full amount of such P&A Budget (“Funding Condition Precedent”). Notwithstanding the foregoing or anything else to the contrary in this Agreement, the parties acknowledge and agree that on a Picture-by-Picture basis, the actual “licensor” to TWC of the Rights set forth herein may be a single purpose company which contains no assets other than the applicable Picture (“SPC”), and in such event, Licensor shall cause the SPC to execute the Short Form Assignment in lieu of Licensor provided that the SPC agrees in writing to be bound by all of the terms, conditions and obligations hereof and provided further that Licensor shall remain liable hereunder with respect to all Pictures.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 6th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • Delaware
This First Amendment (the “Amendment”) to that certain Second Amended and Restated Executive Services Agreement dated as of November 30, 2009 (the “Employment Agreement”) by and between Neil Sacker (“Employee”) and The Film Department Holdings LLC, a Delaware limited liability company (the “Company”), is made as of as of March 30, 2010 (the “Effective Date”), and is entered into by and between Company and Employee.
FIRST AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 6th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • Delaware
This First Amendment (the “Amendment”) to that certain Amended and Restated Executive Services Agreement dated as of November 30, 2009 (the “Employment Agreement”) by and between Robert Katz (“Employee”) and The Film Department Holdings LLC, a Delaware limited liability company (the “Company”), is made as of as of March 30,2010 (the “Effective Date”), and is entered into by and between Company and Employee.
Warrant To Purchase Up To 160,000 Shares of THE FILM DEPARTMENT HOLDINGS, INC. (A Delaware Corporation)Film Department Holdings, Inc. • April 6th, 2010 • Services-motion picture & video tape production
THIS CERTIFIES THAT, in consideration of that certain Investment Advisory Services letter agreement dated March 30, 2010, the Film Department Holdings, Inc. (the “Company”) grants to Girard Securities, Inc. (the “Holder”) as registered owner of this Warrant the right to purchase at any time or from time to time at or after , 2010 and at or before 5:00 p.m., Eastern Time, , 2015 (the “Termination Date”), but not thereafter, 160,000 shares of common stock, par value (“Common Stock”) of the Company. This Warrant is exercisable at $ per share so purchased (the “Exercise Price”), upon presentation and surrender of this Warrant and upon payment of the Exercise Price for such of the Common Stock at the principal office of the Company; provided, however, that upon the occurrence of any of the events specified in the Statement of Rights of Warrant, a copy or which is attached as Annex I hereto and by this reference made a part hereof, the rights granted by this Warrant, including the number of
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 6th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • California
This Loan and Security Agreement, dated as of January 29, 2010 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is entered into by and among Earthbound Films, LLC, a Delaware limited liability company (the “Borrower”), and Union Bank, N.A, a national banking association (including its successors and assigns, the “Lender”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • April 6th, 2010 • Film Department Holdings, Inc. • Services-motion picture & video tape production • Delaware
This First Amendment (the “Amendment”) to that certain Second Amended and Restated Executive Services Agreement dated as of November 30, 2009 (the “Employment Agreement”) by and between Mark Gill (“Employee”) and The Film Department Holdings LLC, a Delaware limited liability company (the “Company”), is made as of as of March 30, 2010 (the “Effective Date”), and is entered into by and between Company and Employee.
