1
AGREEMENT TO EXERCISE PURCHASE OPTION
THIS AGREEMENT, made in Wildwood, Florida, on February 16, 1995, between XXXXX
XXXX XXX (the "seller and option owner") residing at 00000 XX 00xx Xxxxx, Xxxxx,
Xxxxxxx, and Studio City Incorporated, (the "purchaser") [a Florida corporation]
having an office at 22. Seminole Path. Wildwood, Sumter County, Florida.
WHEREIN ITS MUTUALLY AGREED, AS FOLLOWS:
1. That both parties entering into agreement named Option To Acquire Filmed
Entertainment Properties, duly executed on February 16, 1993, whereas, the
Purchaser agrees to exercise its option to acquire the following Intellectual
Properties from Xxxxx Xxxx Xxx, (as originally set forth in Exhibit A of the
Option to Acquire Agreement). 1. "Cut Throat Ridge" designated copyright of
1976, 2. "The Plunderers" designated copyright of 1976, 3. "The Orion Murders"
designated copyright of 1990. 4. "Battle of Buck Mountain" designated copyright
of 1987, 5. "A Delicate Obsession" designated copyright of 1987. 6. "Seven
Eleven Sorority Street" designated copyright of 1987, 7. "Ghost Rider"
designated copyright of 1984, 8. "The Hillsville Courthouse Massacre" designated
copyright of 1978, 9. "Xxxx" designated copyright of 1978. 10. "The Last Great
Adventure" designated copyright of 1978
2. That Xxxxx Xxxx Xxx agrees to transfer all of his ownership rights in the
above mentioned Intellectual Properties to Studio City Incorporated Holding in
exchange for cash in the amount of Five Hundred Thousand Dollars for each
Intellectual Property, an amount to be projected as $50,000 plus 2% of the
future net distributable profits. Totalling Five Million Dollars for all ten
properties.
3. Studio City Incorporated agrees to exchange Five Million Warrants to Purchase
Common Stock at a purchase price of $1.00 per share to Xxxxx Xxxx Xxx for the
ownership of the aforementioned intellectual properties. The cost of the
warrants were determined by a separate agreement dated February 16, 1993 at a
purchase price of $1.00 per Warrant. Totalling Five Million Dollars for the
purchase price of Five Million Warrants, which would allow Xxxxx Xxxx Xxx to
purchase Five Million shares of Common Stock in Studio City Incorporated for a
purchase price of $1.00 per share of common stock.
4. That both parties agree this Agreement is a true and entire agreement under
the General Statutes of the State of Florida, and agree to be bound the content
and intent of this Agreement.
XXXXX XXXX XXX
xx//Xxxxx Xxxx Xxx
Signature of Xxxxx Xxxx Xxx
(Seller)
STUDIO CITY INCORPORATED
ss//Xxxxx X. Xxxxxx
Signature of Xxxxx X. Xxxxxx
(Purchaser) Vice Chairman/CEO
