OPTION AGREEMENT
Exhibit
10.12
This
Option Agreement is entered into
and effective as of September 16, 2006 (the “Effective Date”), by and among
Xxxxx Xxxxxxxx Xxxxxxxxx (“SMR”), RIP Media, Inc. (“RIP”), a corporation wholly
owned by SMR, and Platinum Studios, Inc., a California corporation (the
“Company”), with reference to the following:
WHEREAS,
the Company owns or controls
one of the world’s largest independent library of comic book characters and
stories which it will be exploiting across all media platforms;
WHEREAS,
SMR is the Chief Executive
Office, Chairman and majority shareholder of the Company;
WHEREAS,
through RIP, SMR owns or
controls a library of comic characters and stories, which were formally owned
or
controlled by Comics Holdings, LLC, formerly known as Awesome Comics, LLC and
which are subject to existing third party rights and existing third party
agreements described in Section 2 below (the “RIP Awesome
Library”);
WHEREAS,
the Company desires to have
granted to it, and RIP desires to grant to the Company, certain option rights
with respect to the RIP Awesome Library;
NOW,
THEREFORE, the parties agree as
follows:
1. Option
Grant. During the Term (defined below), for one dollar ($1.00) and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, RIP hereby grants to the Company an exclusive option to enter
into
licensing/acquisition of rights agreements (the “Rights Agreements”) for
individual characters within the RIP Awesome Library, subject to existing third
party rights, it being acknowledged and agreed by all parties, that the terms
of
each such Rights Agreements shall be mutually agreeable terms and conditions
that are considered normal and customary within the entertainment industry
for
contracts of this nature at the time and taking into account the nature of
the
characters and libraries that are the subject to the Rights Agreements and
that,
in any event, are substantially consistent with existing third party rights
agreements entered into by the Company with respect to similar libraries and
characters. Each of SMR and RIP acknowledges and agrees that
during the Term, it shall not exploit or otherwise grant to third parties the
right to exploit, any of the RIP Awesome Library, nor sell or otherwise dispose
of the RIP Awesome Library which is subject to the option granted hereunder,
unless all Platinum rights hereunder are preserved and not terminated as a
result of such sale or other disposition; provided that the parties
acknowledge and agree that the foregoing shall not be deemed to restrict in
any
way the existence, exploitation and/or transfer of existing third party rights
relating to the RIP Awesome Library and/or the characters therein.
2. Company
Acknowledgement. The Company hereby acknowledges and agrees that
neither SMR or RIP is making any representation or warranty of any kind with
respect to the RIP Awesome Library, the characters therein or any other matter
in connection with this Option Agreement. The Company further
acknowledges and agrees that (a) the characters and properties within the RIP
Awesome Library as of the date hereof are subject to existing third party
agreements, which third party agreements provide for potential changes in the
characters and properties contained in the RIP Awesome Library as of the date
hereof, (b) due to the terms of such third party agreements, the characters
and
properties contained in the RIP Awesome Library as of the date hereof may not
be
contained in the RIP Awesome Library in the future, and (c) any such changes
in
the characters and properties contained in the RIP Awesome Library due to such
third party agreements shall in no event be deemed a breach by SMR or RIP of
this Option Agreement.
3. Term. The
term of this Agreement shall commence as of the Effective Date and shall
continue in full force and effect until the date upon which SMR is no longer
at
least one of the following: (a) an executive officer of the Company; (b) a
member of the Board of Directors of the Company, or (b) holder of at least
30%
of the outstanding capital stock of the Company.
4. Specific
Performance. Each of SMR and RIP acknowledges and agrees that any
breach of this Agreement by SMR or RIP will cause irreparable damage to the
Company and that in the event of such breach the Company shall have, in addition
to any and all remedies of law, the right to seek an injunction, specific
performance or other equitable relief to prevent the violation of their
respective obligations hereunder.
5. Waiver. Any
waiver by the Company of a breach of any provision of this Agreement shall
not
operate or be construed as a waiver of any subsequent breach of such provision
or any other provision hereof.
6. Governing
Law; Attorneys’ Fees. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to principles of conflicts of law. If any suit, action, or proceeding
is brought to enforce any term or provision of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, costs, and
expenses incurred, in addition to any other relief to which such party may
be
legally entitled.
7. Entire
Agreement. This Agreement constitutes the
only agreement or understanding between the parties with respect to the subject
mater hereof, and supersedes and is controlling over any and all prior existing
agreements, representations or communications between the parties. All
negotiations, commitments, and understandings acceptable to both parties have
been incorporated in this Agreement and the accompanying termination
letter.
8. Amendment. This
Agreement may not be amended except as mutually agreed to in writing by the
parties; provided that immediately upon the sale to a third party of a
majority in interest of RIP or the rights controlled by RIP in a manner
permitted by this Option Agreement, this Option Agreement shall automatically
be
deemed amended to remove SMR as a party hereto.
IN
WITNESS WHEREOF, the parties to this Agreement have executed the same as of
the
date first above written.
By:
/s/ Xxxxx Xxxxxxxxx
Xxxxx
Xxxxxxxxx, President
/s/
Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxxxx Xxxxxxxxx
RIP
Media, Inc.
By:
/s/ Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxxxx Xxxxxxxxx, President and CEO
