Comerica Share Pledge and Escrow Agreement Sample Contracts

COMERICA SHARE PLEDGE AND ESCROW AGREEMENT Re: Shares of Peace Arch Entertainment Group Inc.
Comerica Share Pledge and Escrow Agreement • February 28th, 2005 • Peace Arch Entertainment Group Inc • Services-motion picture & video tape distribution

The undersigned refer to the Conversion Right Assumption Agreement (the "Conversion Assumption Agreement") of even date among the parties, and others, by which Peace Arch Project Development Corp. ("PAPDC") is assuming among other things all of the obligations of Peace Arch Entertainment Group Inc. ("PAE") to Comerica Bank - California ("Comerica") under a Conversion Right Certificate dated January 30, 2003 issued by PAE to Comerica. Unless otherwise indicated, terms used herein have the same meanings as ascribed to them in the Conversion Right Assumption Agreement.

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