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Case 2:06-cv-01814-WDK-VBK

Document 278-2

Filed 11/18/13

Page 1 of 8

Page ID

#:1940
#:1940

SONIA PRODUCTIONS, LLC

New York, January 23rdfo'd6-

HANNIBAL PICTURESt~nc.

8265 Sunset Blvd.

Suite 107

90046 West Hollywood, CA

RE:

·

FAST FLASH TO BANG TIME

Dear Richards

Sent by

Courlet'

Enclosed you will find one original contract fully executed by you and Mrs. Sonja T. Morgan on behalf of Sonja Productions. LLC.

.\'"

Best regards,

behalf of Sonja Productions. LLC. .\'" Best regards, ,LLC Delaw!m: company- Tax ID 20-345l782 Executive Office:

,LLC

of Sonja Productions. LLC. .\'" Best regards, ,LLC Delaw!m: company- Tax ID 20-345l782 Executive Office:

Delaw!m: company- Tax ID 20-345l782

Executive Office: General Motor5 Building -767 Fifth Avenue, sm floor. New York, New Yolk 10153 Production Office: 162 East 53rd Street Ph. (lll) J71-98Sa Fu: {212) 371-9815- New York, New York 10021 {USA)

website www.sonjaproductions.com- email: info@sonjaproductions.com

HP 00097

EXHIBIT A

Case 2:06-cv-01814-WDK-VBK

Document 278-2

Filed 11/18/13

Page 2 of 8

Page ID

#:1941
#:1941

This Agreement dated this 9th January 2006

BETWEEN:

SONJA PRODUCTIONS,LLC ("SPn) 162 East 63rd Street

New York, New York 10021

and

HANNIBAL PICTURES ("HP") 8265 Sunset Blvd.

Suite 107

West Hollywood

Los Angeles, CA 9004.6

The following represents the understanding and agreement with respect to the Assignment of Rights by and between SP and HP in connection with that certain screenplay. along with the first feature-length theatrical motion picture to be produced thereupon, currently entitled "Fast Flash To Bang Time" based on the screenplay written by W. Peter Iliff (the '"Film").

Whereas. HP acquired an option to purchase aU rights in connection the literary property

of the Film (said work including !Ul its underlying rights. physical elements, and all other

rights thereto, including, but not limited to, copyright, adaptations and/or versions, the underlying work, title. characters, plots. themes and storyline collectively referred to as the "Property") by and between HP and W. Peter Iliff (who shall be referred to herein as the "Owner"} (the "Underlying Option").

HP has provided to SP tentative production budget (approximately US$ 18.500.000,00), schedule (approximately eight weeks prep, 32 days ofprincipal photography). cast ideas. crew ideas, sales projections, completion bond letter~and other production items.

Whereas, HP has agreed to assign to the SP all its right, title and interest in and to Property and the Underlying Option upon the terms set forth below B.Lid SP agrees to finance the Film.

!.Conditions Pre<;esJ,eut

Each party•s obligations hereunder, unless specifically waived in writing by amendment hereto, are subject to and expressly conditioned upon receipt of written confirmation of the male lead (John Travolta). Once such con!mnation has been received, this Agreement shall be effective and the compensation due. In the event that confirmation is not received by January 31, 2006, SP may either terminate this Agreement or extend the time frame to receive confirmation. Upon receipt of such confirmation, tbe parties will formalize transfer of the Property and enter into more formal agreements setting forth the~

terms of the following.

Ul '\1"

~

HP 00098

EXHIBIT A

Case 2:06-cv-01814-WDK-VBK

Document 278-2

Filed 11/18/13

Page 3 of 8

Page ID

#:1942
#:1942

2.0ptiop/Assignment tQ SP.

In and for consideration as set forth herein. HP assigns its right. title and interest in and to the Underlying Option, Property, and Film and SP will comply with the terms of the agreements for the Film. Upon signature hereon. SP will provide funds to reimburse HP, per paragraph 4 below.

3. Financing:

SP will cash flow t 00% of the approved production budget (exhibit '•A") of the Film.

currently estimated to USD $18.500.000,00 and will provide 60% equal to USD $11,100.000,00 as equity ("Equity Amount").

HP will provide Irrevocable Letter of Credit from either RBS, Citi Corps, ICB, Bank of Ireland, based on bankable presales (licensing not exceed 25 years) of the Film equal to 40% of the approved production budget or USD $ 7,400,000 before the start date of principal photography anticipated to be March 13,2006. Both p~es agree that City National Bank, located in Beverly Hills. CA. will be used to cashflow the Film and for all the banking services required during the production.

Production fund will be use by SP and HP in accordance with cash flow that will be

approved by both parties and no later than signature of John Travolta •s deal memo.

4.Com_pensation.

As and for HP's efforts and assistance in development and production of the Property. SP shall pay the producer fee stated in fees below and USD $ 52,094.00 for reimbursement

of all of HP' s expenses, payable upon exercise of the Underlying Option.

Upon payment as set forth in this paragraph, HP transfers, assigns, grants, bargains~ sells. conveys and sets over to SP aU its right, title and interest in and to the Property and the Underlying Option and shall retain no interest in the Property or the Underlying Option.

5. Atmrovals/Consultation:

SP and HP shall mutually approve the following:

(a) any replacement for the Director and the principal cast in the main roles;

(b) any major changes to the production budget hereto attached as exhibit"A";

SP and HP hereby approves the following:

(a)

the Director "W.Peter iliff';

(b)

the shooting schedule (exhibit ,.B")

(c)

the final shooting script (exhibit "C") dated April 19th, 2005.

(d) HP shall be the International Sales Agent for the Film for 25 years for all foreign territories except the United States of America and Canada with a fee equal to 20% of sales and will be advanced a marketing and promotion expense of USD $200,000 payable through the budget. Any expenses and advertising above USD

$200,000 shall be previously approved in writing by SP (for of Sales Agency ~

ch

HP 00099

EXHIBIT A

Case 2:06-cv-01814-WDK-VBK

Document 278-2

Filed 11/18/13

Page 4 of 8

Page ID

#:1943
#:1943

agreement, exhibit "D"); (e) the international sales projection prepared by HP (exhibit E"); (f) the sale in the United States territory will be coordinated by SP and HP ( both should be acting as sales agent for US ) that will use their respective best efforts

to obtain the most profitable result; in the event HP will supply the US sale. it wiU

receive a fee equal to 12% of the sale; and if not then 6%.

(g)

as derived from the fmal cost report, any savings from the approved production

budget shall reduce the bank lending on the presales and thereafter be

shared

60%

to SP and 40% to HP.

(h)

Any Tax subsidies received by production from Third parties (ie Florida· film Commission) if any, will be shared on 60 I 40 pari passu basis between parties.

SP shall have a final decision on the following:

(a) the post production facilities in Los Angeles (Tedmicolor, Fotokem, Deluxe are pre- approved) (b). the motion picture soundtrack;

(c)

to creating a «Making of" materials suitable for the DVD release;

(d)

to creating a website dedicated to the Film for a promotional pmposes. This need

to be linked to HP •s main website for purpose

of promotion.

The fmal cut of the editing of the Film will be shared between SP and HP. In case of disagreement between parties then both parties agree to test different version and highest rating will rule decision.

6. Fees;

Th~ for Produ-cer and Executive Producers will be 10,8% equal to USD $2,000.000 of the Grand Total of the final production budget and will be share as follows a reasonable portion of such shall be allocated as financing cost to Mrs. Sonja Morgan as Producer and Executive Producers on behalf of SP USD $ 600,000.00 equal to 3,2% of the final production budget to Mr.Silvio Sardi as Producer and Executive Producers on behalf of SP USD $ 600,000,00 equal to 3,2% of the final production budget;

to liP as Producer and Executive Producers (meaning Richard Rionda Del Castro,

Patricia Eberle )

budget;

USD $ 800,000.00 equal to 4,3% of the final production

All the above-mentioned Fees shall be included in the production budget and described as Producer fee, Executive Producer fee and Financing fee shall be payable no less than Twenty percent ( 20%) upon signature of John Travolta's deal memo and balance upon the first day of principal photography.

1. Recoupment

From the Total Gross Worldwide Revenues generated. will be split as follows:

Until SP bas been recouped the Equity Amount invested in the Film:

will be split as follows: Until SP bas been recouped the Equity Amount invested in the

HP 00100

EXHIBIT A

Case 2:06-cv-01814-WDK-VBK

Document 278-2

Filed 11/18/13

Page 5 of 8

Page ID

#:1944
#:1944

1.

HP's participation plus any interest and bank charges if any

2.

HP wiH receive 213 of the distribution fee equal to 13,5% of Foreign Gross receipts and defer the remaining 113 equal to 6,5% of Foreign Gross receipts to the point after SP recoups 100% ofits monies;

3.

SP will recoup the Equity Amount provided to the production;

After SP has been recouped the Equity Amount invested in the Film:

l o HP will receive the remaining 1/3 of the distribution fee equal to 6,5% of Foreign Gross receipts. 2a SP wiU receive 80% of Total Gross Worldwide Revenues in perpetuity; 3° HP will receive 20% of the Total Gross Worldwide Revenues in perpetuity:

8. Credit:

SP and HP shall be entitled to receive the following credits:

In Foreign: " Hannibal Pictures Presents a Sonja Productions In US:·" Studio presents a "Sonja Productions in association with Hannibal Pictures»

In addition, HP may designate three shared producer credits, provided each of said individuals executes sP•s standard credit form. which will provide for limitation of remedies and standard exclusions. The above credits shall be on screen and in paid advertising and publicity relating to the Film contracted for or issued by SP. in size. form and position discretionary with SP, provided that such appears in the same size as the credit for any individual producer and appear when any other producer credit is provided.

9. Production Services:

The '•Producers in charge of Production,. will be Silvio Sardi and Richard Rionda Del - Castro and they will perfonn all the required services in connection with the Film with the normal duties in use in the motion picture industry in the respect of the production budget. The main production office will be based in Jacksonville, Florida. The location of the Film will be Jacksonville, Florida HP will deliver the package included the Bond by IFG, Cinefinance or Film Finances. HP shall lend the services of its principals on non exclusive basis, Richard Rionda dei Castro and Patricia Rionda del Castro, to perform required services as producers in connection with the Picture with the normal duties of such employment of a producer in the motionpicture industry. In this capacity, each producer shall reasonably as requested consult with SP to continue their relationships with the director/writer, the casting. and other items as requested regarding the development and production of the Picture, it being understood that, at such time, SP and HP shall share final control and approval on set with respect to the foregoing matters and all aspects of the Picture as long as production is on time and on schedule. If not bond will be tiebreaker.

of the Picture as long as production is on time and on schedule. If not bond

HP 00101

EXHIBIT A

Case 2:06-cv-01814-WDK-VBK

Document 278-2

Filed 11/18/13

Page 6 of 8

Page ID

#:1945
#:1945

10. Confidentiality/Ftnibcr Documents:

The parties shall keep the tenus hereof and the infonnation of the transaction between themselves confidential, and shall not disclose the actor transactions or any other information regarding the Property and Film except by mutual agreement until after a mutually agreed announcement. It is recognized and agreed that this is an informal deal memorandum and is being executed by the parties to summarize the essential transaction deal points, and the subsequent documents shall be negotiated in good faith within industry guidelines and custom. Each party agrees to execute any additional documents and take any further action that may reasonably be required in order to consummate this Agreement or otherwise to fulfil.l its obligations hereunder. This Agreement may be executed by facsimile and/or in identical counterparts, each of which shall be deemed to be an original. Each signatory hereof warrants and represents that the signatory is fully competent and authorized to enter into this Agreement and make the agreements contained herein on behalf of the party so indicated.

IN Wl';fNESS whereof the parties hereto have executed this Assignment to be effective the day and year first above written.

to be effective the day and year first above written. LIST OF AITACHMENTS Exhibit "A" -Budget
to be effective the day and year first above written. LIST OF AITACHMENTS Exhibit "A" -Budget

LIST OF AITACHMENTS Exhibit "A" -Budget Exhibit "B"- Shooting schedule

Exhibit "C"- Script dated April 19, 2005

Exhibit

Exhibit "E, ~ International Sales Projections

D,.

- International Sales Agent Agreement

Exhibit "E, ~ International Sales Projections D,. - International Sales Agent Agreement HP 0010.2 EXHIBIT A

HP 0010.2

EXHIBIT A

PAGE 9

Case 2:06-cv-01814-WDK-VBK

Case 2:06-cv-01814-WDK-VBK Document 278-2 Filed 11/18/13 Page 7 of 8 Page ID #:1946 SONJA PRODUCTIONS, LLC

Document 278-2

Filed 11/18/13

Page 7 of 8

Page ID

#:1946
#:1946

SONJA PRODUCTIONS, LLC

New Yo~ January 26th 2006

HANNIBAL PICTURESJ:nc.

8265 Sunset Blvd. Suite 107

90046 West Hollywood, CA

RE:

FAST FLASH TO BANG TIME

Dear Richard,

Sent by

Courier

Enclosed you will fmd one original amendments to the contract fully executed by you and Mrs. Sonja T. Morgan on behalf of Sonja Productions, LLC for the project above mentioned.

Best regards,

.
.

ilvio Sardi

/

ead ofProductio:4 _

.

Best regards, . ilvio Sardi / ead ofProductio:4 _ . Delaware company- Tax ID 2() 3451782

Delaware company- Tax ID 2()

3451782

HP 00103

Executive Office: General Motors Building -767 Fifth Avenue, g!h floor, New York, New Yorlc 10!53 Production Office: 162 East 63rd Street Ph. {212) 371-9888 fu (lU) 371-9815- New York, Ne\v York 10021 (USA) website www.sonjuproductions.com- email: info@sonjaproiluctions.com

EXHIBIT A

PAGE 10

Case 2:06-cv-01814-WDK-VBK

Document 278-2

Filed 11/18/13

Page 8 of 8

Page ID

#:1947
#:1947

AMENDMENT to Agreement dated 9th January 2006

BETWEEN:

SONJA PRODUCTIONS,LLC ("SP") 162 East 63rd Street New York, New York 10021

and

HANNIBAL PICTURES ("HP")

8265 Sunset Blvd.

Suite 107 West Hollywood, CA 90046

The following represents an Amendment to that certain Agreement dated 9th Januazy. 2006. with

respect to the Assignment of Rights by and between SP and HP in connection with that certain

screenplay~along with the first feature-length theatrical motion picture to be produced thereupon, currently entitled "Fast Flash To Bang Time" based on the screenplay written by W. Peter iliff (the '"Film") (the u.Agreement").

Whereas, the parties have agreed to amend the Agreement, as follows:

As to paragraph 1 the parties agree that the confmnation date shall be extended to February 28, 2006.

As to paragraph 4 (and other references thereto), SP shall immediately pay the reimbursement amount, but in the event that by April 28~ John Travolta is not attached to the Fi~ then HP shall reimburse SP 40% thereof (i.e. $20,837.60).

All other terms of the Agreement shall remain unchanged:

Except as herein amended or

supplemente~ the Agreement shall remain in full force and effect in accordance with its terms,

and the parties hereby reaffirm the obligations thereunder. Please sign below to confirm agreement effective as of the date written.

IN WI1NESS whereof the parties hereto have executed this Amendment to Agreement to be effective Januacy 25, 2006.

parties hereto have executed this Amendment to Agreement to be effective Januacy 25, 2006. HP 00104
parties hereto have executed this Amendment to Agreement to be effective Januacy 25, 2006. HP 00104

HP 00104

EXHIBIT A

PAGE 11