OPTION AGREMEENT
THIS OPTION AGREEMENT (the "Agreement") is entered into as of September 13,
1996, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Little") and OVERSEAS FILMGROUP, INC.,
("OFG") with reference to the following facts:
WHEREAS, NEO Motion Pictures, Inc. (the "Corporation") is a corporation
duly organized and existing under the law of the State of California;
WHEREAS, ▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), the sole stockholder of the Corporation,
has entered into that certain Stock Option Agreement dated as of September 12,
1996, with Little (the "▇▇▇▇▇▇▇ Agreement") wherein ▇▇▇▇▇▇▇ has granted Little
the option (the "NEO Option") to purchase up to 500 shares (subject to
adjustment) of the common stock of the Corporation (the "Optioned Shares");
NOW, THEREFORE, for the payment to Little of the sum of $100.00 and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Little and OFG hereby agree as follows:
1. GRANT OF OPTION. Subject to and upon the terms and restrictions set
forth in this Agreement and subject to Little's exercise of the NEO
Option pursuant to the ▇▇▇▇▇▇▇ Agreement, Little hereby grants to OFG an
option to purchase, at such times (subject to the terms hereof) and in
such amounts as OFG shall determine, up to one-half of any Optioned
Shares actually acquired by Little pursuant to Little's exercise of the
NEO Option, at the exercise price of $25.00 per share (the "Little
Option"). The Little Option shall be exercisable by OFG with respect to
any Optioned Shares acquired by Little within 90 days of Little's
acquisition of such shares (the "Exercise Period"). In addition, the
Little Option shall also expire in its entirety (and the Exercise Period
shall terminate) at the time the NEO Option expires. Little, in his sole
and absolute discretion, may at any time prior to the exercise of the NEO
Option cancel the Little Option and, in lieu thereof, assign to OFG fifty
percent of Little's interest in the NEO Option, exercisable by OFG only
at such time (and in the same amounts and for the same exercise price) as
Little exercises the portion of the NEO Option that he retains.
2. MANNER OF EXERCISING OPTION; LIMITATIONS. In order to exercise the
Little Option with respect to all or any portion of the Optioned Shares acquired
by Little and for which the Little Option is then exercisable, OFG must, within
the Exercise Period, deliver to Little a prior written notice of OFG's intent
to exercise, which notice shall be delivered to Little at least five (5)
business days prior to the effective day of the exercise and which notice shall
specify the number of Optioned Shares acquired by Little with respect to which
the Little Option is being exercised, and the effective date of the exercise.
OFG shall pay the exercise price, in full, in cash or check on the effective
date of the exercise. The Little Option shall not be exerciseable by OFG (and,
in the event of an assignment of fifty percent of the NEO Option to OFG, OFG
shall not be deemed an assignee of the NEO Option from Little) unless OFG
simultaneously executes a NEO
stockholder agreement in form and substance substantially equivalent to any
NEO stockholder agreement to which Little is a party; provided, however,
that OFG shall not be required to execute a stockholder agreement that
would prevent OFG from exercising the Little Option because of any effect
on the Corporation's S Corporation status for federal income tax
purposes. Little and his spouse, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Little, agree to abstain
from any OFG decisions to exercise or not exercise the Little Option.
3. ADJUSTMENT AND CHANGES IN THE COMMON STOCK. The Little Option shall
adjust in the same manner as the NEO Option; it being the intent of Little and
OFG that the Little Option represent (subject to the expiration provisions set
forth herein) the right of OFG to acquire one-half of the securities acquired by
Little pursuant to the exercise of the NEO Option for the same purchase price
per share that Little exercises the NEO Option, and Little and OFG agree that
the Little Option shall be further adjusted as necessary to effectuate the
foregoing.
4. TERMINATION. This Agreement and the Little Option granted hereunder
shall terminate and be of no further force and effect (i) upon the written
agreement of all the parties hereto; or (ii) as set forth in Section 1 above.
5. NON-TRANSFERABILITY OF OPTION. OFG may not transfer all or any portion
of the Little Option or grant an interest in the Little Option to other persons
or entities (other than wholly-owned subsidiaries of OFG) without the prior
written consent of Little; provided, however, that the merger of OFG with and
into Entertainment/Media Acquisition Corporation shall not be deemed a transfer
for purposes of this Section 5.
6. NO REPRESENTATIONS AND WARRANTIES. OFG understands, acknowledges and
agrees that Little, is making no representations or warranties as to the NEO
Option, the Optioned Shares, the ▇▇▇▇▇▇▇ Agreement, and the subject matter of
this Agreement, including, without limitation the enforceability of the NEO
Option, or the value of the Little Option, the NEO Option or the Optioned
Shares. OFG further acknowledges and agrees that Little may choose to exercise
or not exercise the NEO Option in his sole and absolute discretion, and shall be
under no obligation whatsoever to exercise the NEO Option during the term
thereof.
7. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California
regardless of the law of conflict of laws, or choice of law, of that or any
other jurisdiction.
8. ATTORNEY'S FEES. In the event of any litigation or arbitration
between the parties hereby respecting or arising out of this Agreement, the
prevailing party, whether or not such litigation or arbitration proceeds to
final judgment or determination, shall be entitled to recover all of the
attorney's fees incurred with respect to such legal efforts, in each and every
such action, suit or other proceeding, including any and all appeals or
petitions therefrom. As used herein, the term "attorneys fees" shall be deemed
to mean the full and actual cost of any legal services actually performed in
connection with the
matters involved, calculated on the basis of usual fees charged by the
attorneys performing such services.
9. NOTICES. All notices or demand shall be in writing and may be
delivered personally, electronically or by express or certified mail or
registered mail or by private overnight express mail services.
TO LITTLE:
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
TO OFG:
Overseas Filmgroup, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
10. TERMINATION. OFG agrees that Little may amend, modify, supplement,
extend or terminate the ▇▇▇▇▇▇▇ Agreement and the NEO Option without any
further signature, acknowledgment, agreement or consent on OFG's part.
11. COUNTERPARTS. This Agreement may be executed in counterparts which,
taken together, shall constitute the whole of the agreement as between the
parties.
IN WITNESS WHEREOF, Little and OFG have executed this Agreement as of
the date first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
OVERSEAS FILMGROUP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: COO/CFO
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ACKNOWLEDGED AND AGREED:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
