FREMANTLE SHARE PLEDGE AGREEMENT Re: Shares of Peace Arch Entertainment Group Inc.Fremantle Share Pledge 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 Right 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 Fremantlemedia Enterprises Ltd. under a Conversion Right Certificate dated January 30, 2003 issued by PAE to Fremantle and to the Conversion Right Certificate dated May 31, 2004 being issued by PAPDC to Fremantle (the "PAPDC Conversion Right Certificate") . Unless otherwise indicated, terms used herein have the same meanings as ascribed to them in the Conversion Right Assumption Agreement.
