DATED 29 OCTOBER 2008 STOCK SALE AGREEMENTStock Sale Agreement • April 21st, 2009 • Seven Arts Pictures PLC • Services-motion picture & video tape production
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: SFCSeven Arts Pictures PLC • April 21st, 2009 • Services-motion picture & video tape production • Jersey
LOAN AGREEMENTLoan Agreement • April 21st, 2009 • 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 • April 21st, 2009 • 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").
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 • April 21st, 2009 • Seven Arts Pictures PLC • Services-motion picture & video tape production • England and Wales
SEVEN ARTS FILMED ENTERTAINMENT LIMITEDSeven Arts Pictures PLC • April 21st, 2009 • 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.
SEVEN ARTS PICTURES PLCSeven Arts Pictures PLC • April 21st, 2009 • Services-motion picture & video tape production
You ("SAP") are hereby appointed as the independent agent of us ("PLC") 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.
SEVEN ARTS PICTURES INC. 10202 W. Washington Blvd. David Lean Bldg. #430 Culver City, CA 90232 September 2, 2004Seven Arts Pictures PLC • April 21st, 2009 • 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.
