SEVEN ARTS PICTURES PLC - and - SMITH & WILLIAMSON TRUSTEES (JERSEY) LIMITED TRUST DEED establishing THE SEVEN ARTS PICTURES EMPLOYEE BENEFIT TRUST Lewis Silkin LLP Clifford's Inn London EC4A 1BU Ref: SFCTrust Deed • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • Jersey
Clause Page number 1 Definitions and interpretation 3 2 Declaration of Trusts 5 3 Application of funds 5 4 Payments to the Trust 9 5 Deduction of tax 10 6 Information provided to the Trustees 10 7 Powers of exclusion 11 8 General powers of the Trustees 12 9 Dealings with reserved shares :17 10 Trustees' liability 18 11 Company to indemnify the Trustees 19 12 Appointment retirement and removal of Trustees 20 13 Remuneration of Trustees 21 14 Waiver of dividends and voting rights 22 15 Governing law 23 16 Alteration of Governing law 23 17 Powers of the Company and the Trustees 23 18 Amendment of Trust Deed 24 19 Restrictions on exercise of powers 24 20 Exclusion of the Company and Group Companies from benefit 25 21 Trustees may be interested in Group Companies 25 22 Maximum Value of Benefits 25 23 Power to Disclose Information 25 24 Counterparts 26 25 Irrevocability 26
LOAN AGREEMENTLoan Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • California
THIS LOAN AGREEMENT ("Agreement") is entered into as of this 17th day of December, 2007 ("Effective Date"), by and between PALM FINANCE CORPORATION, a California corporation and Finance Lender ("Lender"), located at 233 Wilshire Blvd, Suite 200, Santa Monica, California 90401, and GONE TO HELL LIMITED, a company incorporated under the laws of England and Wales (registered number 6051246) ("Bon ower"), whose registered office is 30 Farringdon, London EC4A 411J, with a current office at 38 Hertford Street, London W1T 7SG, United Kingdom.
LOAN AGREEMENTLoan Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • California
THIS LOAN AGREEMENT ("Agreement") is entered into as of this 7th day of May, 2007 ("Effective Date"), by and among PALM FINANCE CORPORATION, a California corporation and Finance Lender ("Lender"), located at 233 Wilshire Blvd, Suite 200, Santa Monica, California 90401, and NEW MOON PICTURES, LLC, a Louisiana limited liability company, POOL BOY THE MOVIE, LLC, a Louisiana limited liability company and AUTOPSY, LLC, a Louisiana limited liability company, (hereinafter .jointly referred to as "Borrowers").
SEVEN ARTS FILMED ENTERTAINMENT LIMITEDIntercompany Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
You ("SAP") are hereby appointed as the independent agent of us ("SAFE") to enter into agreements and to conduct business on behalf of us in all aspects related to the motion picture business. All of your actions will be taken pursuant to the direction of the Board of Directors of us and you shall take no actions without our approval. All results and proceeds of any actions and services performed by you shall belong to us and are hereby assigned to us in full for no further consideration. The intention of this agreement is that SAP will be an independent agent under the terms of the tax treaty between the United States and the United Kingdom as in effect or as it may be amended from time to time, and therefore the office of SAP in the United States shall not be and is not intended to be a "permanent establishment" of us.
THIS AGREEMENT (the “Agreement”) is made this day of 2004 BETWEEN WHEREAS, NOW, THEREFORE, IT IS HEREBY AGREED as follows:Employment Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • England
THIS AGREEMENT (the "Agreement") is made as of this 1st day of June 2008 BETWEEN WHEREAS, NOW, THEREFORE, IT IS HEREBY AGREED as follows:Employment Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • California
DATED 29 OCTOBER 2008 STOCK SALE AGREEMENTStock Sale Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
DATED OCTOBER 2008 SEVEN ARTS PICTURES PLC -and- SMITH & WILLIAMSON TRUSTEES (JERSEY) LIMITED LOAN AGREEMENT relating to the SEVEN ARTS PICTURES EMPLOYEE BENEFIT TRUST Lewis Silkin LLP Clifford's Inn London EC4A IBU Ref: SECLoan Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • England and Wales
MASTER AGREEMENTLoan and Security Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • New York
This Amendment (the “Agreement”) to that certain Loan and Security Agreement dated as of December 3, 2004 by and between Pool Hall Productions, LLC and Mercantile National Bank is dated as of December , 2006 and is entered into by and between Seven Arts Pictures PLC (“Seven Arts”), Seven Arts Filmed Entertainment, Ltd., (“SAFE”), Deal Investments, LLC (“Deal Investments”), Deal Productions, LLC (“Deal Productions”), Seven Arts Pictures, Inc. (“SAP”), Seven Arts Future Flows I (“FFI”), Rectifier Productions, LLC (“Rectifier”), Pool Hall Productions, LLC (“Pool Hall”) (Seven Arts, SAFE, Deal Investments, Deal Productions, SAP, Rectifier, and Pool Hall are each a “Borrower” and collectively, the “Borrowers”) on the one hand, and Cheyne Specialty Finance Fund L.P. (“Cheyne” or “Senior Lender”) and Arrowhead Consulting Group LLC (“Arrowhead” or “Subordinated Lender” and, together with Cheyne, the “Lenders”) on the other hand. FFI, an affiliate of certain of the Borrowers, will benefit from
ContractBridging Loan Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • England
ContractSubscription Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
Loan And Security Agreement Dated as of February 15, 2006 among Arrowhead Target Fund Ltd. The Lender, and Seven Arts Future Flows I, LLC The Borrower and Seven Arts Filmed Entertainment Limited And Seven Arts Pictures Inc. The Sellers and GuarantorsLoan and Security Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) made this day of January, 2006 by and among ARROWHEAD TARGET FUND LTD., a British Virgin Islands investment fund (“Lender”), SEVEN ARTS FUTURE FLOWS I, LLC, a Delaware limited liability company (“Borrower”) and each of SEVEN ARTS FILMED ENTERTAINMENT LIMITED and SEVEN ARTS PICTURES INC. (collectively, “Seller” and “Guarantor”).
ContractAssignment Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • New York
Trafalgar Capital Special Investment Fund AgreementConvertible Loan Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • England
The Lender has agreed to advance to the Company an amount of £1,000,000 conditional on and subject to the terms set out in this Agreement.
SUBSCRIPTION AGREEMENT Between CABOUCHON PLC and ARMADILLO INVESTMENTS PLC August 2004Subscription Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
The Company wishes to issue to the Subscriber and the Subscriber wishes to subscribe for Preference Shares (as defined in Clause 1 below) with an aggregate subscription price of two million pounds five hundred thousand pounds (£2,500,000) on the terms set out in this Agreement,
CREDIT AGREEMENT BETWEEN SEVEN ARTS PICTURES LOUISIANA, LLC as Debtor AND ADVANTAGE CAPITAL COMMUNITY DEVELOPMENT FUND, L.L.C., as Lender DATED OCTOBER 11, 2007Credit Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • Louisiana
This CREDIT AGREEMENT (this “Agreement”) is entered into as of the October 11, 2007 (the “Effective Date”), by and between SEVEN ARTS PICTURES LOUISIANA, LLC, a Louisiana limited liability company (“Debtor”), and ADVANTAGE CAPITAL COMMUNITY DEVELOPMENT FUND, L.L.C., a Louisiana limited liability company (“Lender”).
Acquisition Agreement For 3,000,000 Armadillo Preferred Shares DATED OCTOBER 2008Acquisition Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
SUBSCRIPTION AGREEMENT Between SEVEN ARTS PICTURES PLC and LANGLEY PARK INVESTMENTS PLCSubscription Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • London
December 1, 2008 Seven Arts Pictures Inc. f/s/o Peter M. Hoffman 6121 Sunset Boulevard, Suite 512 Los Angeles, California 90028 Re: Employment Agreement Amendment Gentlemen: Please make reference to that certain Employment Agreement between you and us...Employment Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
Please make reference to that certain Employment Agreement between you and us dated September 2, 2004 (the "Employment Agreement").
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production • California
July 1, 2010Employment Agreement Amendment • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
SEVEN ARTS ENTERTAINMENT INC. c/o Lionel Sawyer & Collins, Ltd.Intercompany Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
You ("SAP") are hereby appointed as the independent agent of us ("SAE") to enter into agreements and to conduct business on behalf of us in all aspects related to the motion picture business, including the formation of limited liability companies or other single purpose corporations to produce motion pictures to execute in other transactions we may request. All of your actions will be taken pursuant to the direction of the Board of Directors of us and you shall take no actions without our approval. All results and proceeds of any actions and services performed by you shall belong to us and are hereby assigned to us in full for no further consideration. The intention of this agreement is that SAE will be an independent agent, and we will not be subject to the liabilities of a claim against SAP and its affiliates. All gross considerations received by you in the performance of your service shall be payable to us, except the salary and expenses of Peter Hoffman as approved by us.
SEVEN ARTS PICTURES INC. 10202 W. Washington Blvd. David Lean Bldg. #430 Culver City, CA 90232 September 2, 2004Intercompany Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production
Please make reference to the attached Intercompany Agreement among your predecessors in interest (the "UK Companies") and us ("SAP"). You ("SAFE") as successor in interest agree to be bound by the terms of the Intercompany Agreement in the same manner as the UK Companies and on the same terms. Pursuant to the Share Exchange Agreement between SAP and your parent company Seven Arts Pictures PLC ("PLC"), and this Agreement, SAP has agreed that the gross sums realized by SAP of concurrent date under the Intercompany Agreement and this, Amendment less any costs incurred by SAP and taxes due by SAP to any taxing authorities shall be payable to PLC as additional capital contributions by SAP.
