Productions, LLC: Sonia 23rdfo'd6

EXHIBIT A
PAGE 4
.\'"
SONIA PRODUCTIONS, LLC
New York, January 23rdfo'd6-
HANNIBAL
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,
,LLC
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
Case 2:06-cv-01814-WDK-VBK Document 278-2 Filed 11/18/13 Page 1 of 8 Page ID
#:1940
EXHIBIT A
PAGE 5
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 t t r ~ 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 t h ~
terms of the following. U l '\1"
~
HP 00098
#:1941
EXHIBIT A
PAGE 6
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 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, 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
#:1942
EXHIBIT A
PAGE 7
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;
h ~ 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 ) USD $ 800,000.00 equal to 4,3% of the final production
budget;
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:
HP 00100
#:1943
EXHIBIT A
PAGE 8
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 sPs 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 motion picture 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.
HP 00101
#:1944
EXHIBIT A
PAGE 9
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.
LIST OF AITACHMENTS
Exhibit "A" -Budget
Exhibit "B"- Shooting schedule
Exhibit "C"- Script dated April 19, 2005
Exhibit .. D,. - International Sales Agent Agreement
Exhibit "E, International Sales Projections
HP 0010.2
#:1945
EXHIBIT A
PAGE 10
SONJA PRODUCTIONS, LLC
New o ~ 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 of Productio:4 _
. .
HP 00103
Delaware company- Tax ID 2()...3451782
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
#:1946
EXHIBIT A
PAGE 11
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 J anuazy. 2006. with
respect to the Assignment of Rights by and between SP and HP in connection with that certain
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 John Travolta is not attached to the
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
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.
HP 00104
#:1947

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