Ed Arenas, Term Sheet, Etc

7/28/2019 Ed Arenas, Term Sheet, Etc.

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Term SheetUnique Casting Partners, IXC and Edwin ArenasMarch 3, 2011

This will set forth the employment agreement ("the Agreement") by and betweenUnique Casting Partners, LLC, a Florida limited liability company (the "Company"),and Edwin Rene Arenas born August 15,1958, social security number 267-113-867living at 1688 west avenue apt #603,Miami beach, Florida, 33139 (hereinafter called the"Executive") as follows:Employment Duties: Executive shall serve as Casting Director by diligentlyperforming all sendees as may be assigned to him by theCompany.Term:

Compensation:

Equity Trigger:

ExpenseReimbursement andBenefits:

The employment of the Executive under this Agreement shallcommence on March 3rd, 2011 and shall continue for two (2)years unless terminated earlier as provided fo r herein (the"Term").Base salary at the monthly rate of One Thousand Dollars($1,000.00) (the "Base Salary") during the Term. In additionto the Base Salary, the Executive shall be eligible to receivebonuses in such amounts and at such times as the Companyshall determine in its sole discretion.In the event the Company, during the Term, generates overFive Hundred Thousand Dollars ($500,000.00) in Company'sgross revenues, the Executive shall be entitled to the amountof membership interests units which represent a Thirty FivePercent (35%) equity interest in Unique Casting Partners,LLC, subject to the terms and conditions of the Company'soperating agreement or any other documentation governingany business transactions of the Company.Upon the submission of proper substantiation by theExecutive, the Company shall reimburse the Executive for allreasonable expenses actually paid or incurred by theExecutive in the course of and pursuant to the business of theCompany. The Executive shall account to the Company inwriting for all expenses fo r which reimbursement is sought


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Non-Disclosure:

Ow nership ofDevelopments:

The Executive shall not at any time divulge, communicate,use to the detriment of the Company or for the benefit of anyother person or persons, or misuse in any way, any Confiden-tial Information (as hereinafter defined) pertaining to thebusiness of the Company. Any Confidential Information ordata now or hereafter acquired by the Executive with respectto the business of the Company (which shall include, but notbe limited to , information concerning the Company's financialcondition, prospects, technology, customers, suppliers,sources of leads and methods of doing business) shall bedeemed a valuable, special and unique asset of the Companythat is received by the Executive in confidence and as afiduciary, and Executive shall remain a fiduciary to theCompany with respect to all of such information. Forpurposes of this Agreement, "Confidential Information"means information disclosed to the Executive or known bythe Executive as a consequence of or through his employmentby the Company (including information conceived,originated, discovered or developed by the Executive) prior toor after the date hereof, and not generally known, about theCom pany or its business.All copyrights, patents, trade secrets, or other intellectualproperty rights associated with any ideas, concepts,techniques, inventions, processes, or works of authorshipdeveloped or created by Executive during the course ofperforming work for the Company or its clients (collectively,the "Work Product") shall belong exclusively to the Companyand shall, to the extent possible, be considered a work madeby the Executive for hire for the C ompany within the meaningof Title 17 of the United States Code. To the extent the WorkProduct may not be considered work made by the Executivefor hire for the Company, the Executive agrees to assign, andautomatically assign at the time of creation of the WorkProduct, without any requirement of further consideration,any right, title, or interest the Executive may have in suchW ork Produ ct. Upon the request of the Com pany, theExecutive 'shall tak e such further actions, including executionand delivery of instruments of conveyance, as may beappropriate to give full and proper effect to such assignment.


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Non-Compete:

Termination for"Cause"

and shall supply to the Company copies of all relevantinvoices, receipts or other evidence reasonably requested bythe Company, and the Executive shall be reimbursed within atimely fashion from Company's receipt of all requesteddocumentation.At all times while the Executive is employed by the Companyand for a one (1) year period after the termination of theExecutive's employment with the Company for any reason,the Executive shall not, directly or indirectly, engage in orhave any interest in any sole proprietorship, partnership,corporation or business or any other person or entity (whetheras an employee, officer, director, partner, agent, securityholder, creditor, consultant or otherwise) that directly orindirectly (or through any affiliated entity) engages incompetition with the Company (based on the business inwhich the Com pany was engaged or was actively planning onbeing engaged as of the date of termination of the Employee'semployment and in the geographic areas in which theCompany operated or was actively planning on operating asof date of termination of the Employee's employment) oraccept employment from any individual or entity in directcompetition with the Company.The C ompany shall at all times have the right, without notice,to terminate the Term, for Cause. For purposes of thisAgreement, the term "Cause" shall mean (i) an action oromission of the Executive which constitutes a willful andmaterial breach of, or failure or refusal (other than by reasonof his disability) to perform his duties under, (ii) fraud,embezzlement, misappropriation of funds or breach of trust inconnection with his services hereunder, (iii) conviction of afelony or any other crime which involves dishonesty or abreach of trust, (iv) gross negligence in connection with theperformance of the Executive's duties hereunder, (v)insubordination or other refusal to adhere to Company policyor the instructions of a superior, or (vi) negligence bycommission or omission that results in injury or damage tothe Company. Any termination for Cause shall be made inwriting to the Executive, which notice shall set forth in detailall acts or omissions upon which the Company is relying forsuch termination.


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Governing Law FloridaNotices:

Attorneys Fees:

If to the Company, 1825 West avenue bay 8, Miami beach,Florida, 33139, and (ii) if to the Executive, to his address asreflected on the payroll records of the C omp any, or to suchother address as either party hereto m ay from time to timegive notice of to the other.In the even t of any litigation arising out of or in any wayrelated to this Agreement, the prevailing party shall beentitled to an award of reasonable attorneys' fees and costsincurred in con nection therewith.

If the forego ing confirms your understand ing of the agreemen t, please so indicate bysigning below where indicated.COMPANY: EXECUTIVE:UNIQUE CASTING PARTNERS, LLC EDWIN RENE ARENAS

Title:Managing Member Name: Edwin Rene ArenasTitle: Casting Director


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PROMISSORY NOTE$150,000.00 March 3, 2011

FOR VALUE RECEIVED, the undersigned, Unique Casting Partners,LLC, a Florida limited liability company (the "Maker" or "Unique Casting"),hereby promises to pay to the order of George Grafas (the "Holder"), theaggregate principal sum of One Hundred Fifty Thousand and 00/100 Dollars($150,000.00) (the "Loan"), in accordance with the terms of this promissory note(the "Note").

The unpaid principal a mount of this No te f rom t ime t o time o utstandingshall bear interest at the rate of seven percent (7%) per annum.

For the repayment of this Note, the Maker shall make monthly paymentsequal to ten percent (10%) of the Maker's Net Cash Flow (as hereinafter defined)for the preceding month, payable on the same day of each month of each yearduring the term hereof, beginning on September 1, 2012. Any payments hereunderthat otherwise would be due on a day that is not a business day shall be due,without premium or penalty, on the next business day thereafter. Such monthlyinstallments shall continue until the entire indebtedness evidenced by this Note isfully paid, except that any remaining indebtedness, if not sooner paid, shall be dueand payable in full on March 3, 2012 (the "Final Payment Date").

Each monthly installment shall be applied first to accrued interest on theunpaid principal amount of the Loan, then to late charges of interest, if any. TheMaker shall deliver to Holder with each such monthly installment a statement ofMaker's Operating Income, Operating Expenses and Net Cash Flow (as such termsare hereinafter defined) computed on a cash basis in accordance with generallyaccepted accounting principles, consistently applied, covering the preceding monthand certified by an officer of Maker to be accurate an d complete."Net Cash Flow" shall mean for t he p receding month, the a mount, if any, bywhich O perating I ncorne f o r s uch period exceeds O perating Expenses for s uchperiod.


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f i f teen (15) days of when due and Maker fails to cure such default within thirty(30) days after receiving Holder's written notice of thereof; or(b) In the event that:

(i) Maker shall file a voluntary petition in bankruptcy or forarrangement, reorganization or other relief under theBankruptcy Code of 1978, as amended (the "BankruptcyCode"), or any similar law, state or federal, now orhereafter in effect; or

(ii) Maker shall file an answer or other pleading in anyproceeding admitting insolvency, bankruptcy, or inabilityto pay its debts as they mature or shall make asassignment for the benef i t of creditors; or

(iii) Within thirty (30) days after the filing against Maker ofany involuntary proceeding under the Bankruptcy Codeor similar law, state or federal, now or hereafter in effect,such proceedings shall not have been dismissed; or

(iv) Any order appointing a custodian, receiver, trustee orliquidator of Maker of all or a major part of any of itsproperty is not stayed or vacated within thirty (30) daysfollowing the entry thereof;

then, at any time thereafter, at the election of Holder and upon notice to Maker, theprincipal b alance remaining unpaid hereon, and al l accrued b ut unpaid interestthereon, shall become at once due and payable and Holder m ay proceed to exercisean y other rights and remedies available to Holder including, without limitation: (i)the Maker agrees to pay all expenses, including reasonable attorneys fees and legalexpenses, incurred by the Holder in endeavoring to collect any of the Liabilities orto enforce the Holder's rights with respect to any of the Collateral and (ii) theHolder m ay exercise from time to time any r ights and remedies available to theHolder as a secured party under th e Uniform Commercial Code as in effect fromtime to time in the state of Florida. Without limiting the foregoing, upon Default,the Holder may, to the fullest extent permitted by applicable law, without notice,advertisement, hearing, or process of law of any kind, sell any or all of theproceeds of any of the Collateral, f ree of all rights and claims of the Maker thereinand thereto. Any proceeds of the Collateral may be applied by the Holder to the


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payment of expenses in connection with the Collateral (including reasonableattorneys fees and legal expenses and any balance of such proceeds may be appliedby the Holder the payment of the Liabilities, all of the foregoing being free of allrights and claims of the Maker therein and thereto. No delay on the part of theHolder in the exercise of any right or remedy shall operate as a waiver therefore,and no single or partial exercise by the Holder of any right or remedy shallpreclude other or further exercise thereof or the exercise o f any other right orremedy.

In the event that: (i) this Note is placed in the hands of an attorney forcollection or enforcement or is collected or enforced through any legalproceedings; or (ii) if any attorney is retained to represent Holder in anybankruptcy, reorganization, receivership, or other proceedings involving Makerand affecting creditors' rights and involving a claim under this Note, Maker shallforthwith upon demand therefor pay to Holder all reasonable attorneys' fees, costsand expenses incurred in connection therewith, in addition to all other amounts duehereunder.

Interest on this Note shall be calculated on the basis of a 360-day year forthe actual number of days elapsed in any portion of a month for which interest maybe due.

The remedies of the Holder as provided herein or by law or in equity shall becumulative and concurrent and may be pursued singly, successively or togetheragainst the undersigned at the sole discretion of the Holder, and such remediesshall not be exhausted by any exercise thereof but may be exercised as often asoccasion therefor shall occur, and the failure to exercise any such right or remedyshall in no event be construed as a waiver or release of the same or of any otherright or remedy.

The Maker for itself and its legal representatives, successors, and assigns,waives presentment fo r payment, notice of dishonor, protest and notice of protestto the extent permitted by applicable law, and agrees that no extension of any .timefor, nor modification of the terms of, payment or performance hereunder, norrelease of any security or any person now or hereafter liable for any payment orperformance hereunder or thereunder shall in any way release or affect the liabilityof the Maker. The Maker agrees to pay all costs of collection when incurred byHolder including reasonable attorneys' fees, and including such costs andattorneys' fees on rehearing's, retrials and appeals.

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Holder does not intend to violate any applicable usury laws. Accordingly,all agreements between Maker and Holder are expressly limited so that in nocontingency or event whatsoever, whether by reason of advancement of theproceeds hereof, acceleration of maturity of the unpaid principal balance hereof, orotherwise, shall the amount paid or agreed to be paid by the Maker for the use,forbearance or detention of the money to be advanced hereunder exceed themaximum rate allowed by applicable law. If , from any circumstances whatsoever,fulfillment of Maker's obligations hereunder, at the time performance of suchobligation shall be due, shall cause the effective rate of interest upon the sumsevidenced hereby to exceed the maximum rate of interest allowed by applicablelaw, then th e obligation to be fulfilled shall be reduced automatically to the extentnecessary to prevent the effective rate of Interest from exceeding the maximumrate allowable under applicable law and to the extent that the Holder shall receiveany sum which would constitute excessive interest, such shall be applied to thereduction of the unpaid principal balance due hereunder and not to the payment ofinterest or, if principal, the excess shall be refunded to the Maker.

This Note may not be modified orally, but only by an agreement in writingsigned by the party against whom enforcement of any waiver, change, modificationor discharge is sought.Maker agrees that this instrument and the rights and obligations of all partieshereunder shall be governed by and construed under the substantive laws of the

State of Florida.This Note is freely assignable by Holder upon the same terms and conditionsonly upon receiving Maker's prior written consent (such consent not to beunreasonably withheld).All documentary stamp or other taxes (if any) required by law at any time to

be affixed to this Note shall be paid by the Maker. The Maker agrees to indemnifyand hold the Holder and each of its officers, directors, employees, affiliates,successors and assigns harmless from and against the aggregate of all expenses,losses, costs, deficiencies, liabilities, penalties, fines, fees and damages (including,without limitation, related reasonable counsel and p aralegal fees and expenses)incurred or suffered by the Holder arising out of or resulting from the Maker'sfailure to pay such documentary stamp or other tax.

Any transfer of this Note (including any rights to any principal and/orinterest represented by this Note) shall only be effective and binding as to any


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person (including the Maker and/or the Holder hereof) upon the registration ofsuch transfer on the books and records of the Maker at the office of the Maker,1825 West Avenue, Bay 8, Miami Beach, Florida 33139 US, accompanied by awritten instrument of transfer, duly executed by the Holder hereof or its attorneyduly authorized in writing. Any such transfer shall be deemed registered by theMaker when communicated to the Maker in writing by the Holder. This Note isonly issuable in registered form and is intended to be in registered form as definedin Temporary Treas. Reg. Section 5(f).103-l(c).

MAKER AND HOLDER HEREBY KNOWINGLY, IRREVOCABLY,VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHERMAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISINGOUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANYDOCUMENT EXECUTED IN CONNECTION HEREWITH OR RELATEDHERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANYPARTY HERETO OR TO ANY LOAN DOCUMENT. THIS PROVISION IS AMATERIAL INDUCEMENT FOR HOLDER TO ENTER INTO THE SUBJECTLOAN TRANSACTION.

IN WITNESS WHEREOF, the und ersigned has c aused t his No te to beexecuted as of the day and year first above written.

NamerGeofget j rafasTitle: Managing Member

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EXHIBIT ADEFINITIONS

"Guarantor Collateral" shall mean:1. all personal and fixture p roperty of every kind and nature in eluding all of

Guarantor's goods (including inventory, equipment and any accessions thereto),instruments (including promissory notes), documents (including , if applicable,electronic documents), accounts, chattel paper (whether tangible or electronic),deposit accounts, chattel paper, general intangibles, letter-of-credit rights(whether or not the letter of credit is evidenced by a writing), commercial tortclaims, securities and all other investment property, supporting obligations, anyother contract rights or rights to the payment of money, insurance claims andproceeds and all general intangibles (including, without limitation, allcopyrights and trademarks and all income streams related to Guarantor and anyof Guarantor's businesses, license fees, digital exploitation revenues,advertising sales, sponsorships, endorsements, merchandise sales, any othermethod of exploitation currently in existence or hereinafter developed), all cashor non-cash proceeds of any of the foregoing, including insurance proceeds andall products thereof; and all ledger sheets, files, records, documents andinstruments (including, but not limited to, computer programs, tapes and relatedelectronic data processing software) evidencing an interest in or relating to theabove.

2. Guarantor's p ersonal casting s ofhvare application t itled "Casting Assistant"and any patent, patent application (whether registered or unregistered),copyright (whether registered or unregistered), copyright application (whetherregistered or unregistered), trade secret, trademark (whether registered orunregistered), trademark application, trade name, service mark (whetherregistered or unregistered), sendee mark application, confidential information,know-how, process, technology, development tool, ideas, concepts, designright, database right, methodology, algorithm, software or invention created oracquired by Guarantor in association therewith.


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All of Guarantor's right, title, and interest in and to the "Films" (as definedhereunder) (which, for the purposes hereof, shall mean the Films, the format,including (without limitation) and all elements thereof), tangible and intangible,wherever located or situated and whether now owned or hereafter acquired orcreated, including but not limited to all related goods, accounts, contact rights,general intangibles, goodwill, equipment, instruments, investment property,inventory, copyrights, trademarks, trade names, insurance proceeds, cash,deposit accounts, letter of credit rights and any proceeds thereof o r incometherefrom. The forgoing shall include, to the extent they are owned byGuarantor, without limitation, the scenario, or script (if applicable) upon whichthe Films are based, all of the properties thereof, tangible and intangible,whether now in existence or hereafter to be made or produced and whether ornot in possession of the Guarantor, and any rights therein and thereto, of everykind and character, including, without limiting the foregoing language, each andall of the following particular rights and properties: (I) all scenarios, teleplays,and/or scripts at every stage thereof (if applicable); (ii) all common law andstatutory copyright and other rights in all literary and other properties that formthe basis of such Films or which are or will be incorporated into such Films, allcomponent parts of the same Films consisting of said literary properties, allmotion picture rights in and to the story, all treatments of said story and saidliterary properties, together with all preliminary and final screenplays used andto be used in connection with such Films; (iii) all motion picture and televisionrights in and to all music and musical compositions used or to be used in suchFilms; (iv) all tangible personal property relating to such Films, Including,without limitation, exposed or developed negative film, sound tracks, positiveprints, cutouts, trims, special effects materials, master tapes, and any and allother physical properties of every kind and nature connected with the Films,whether or not in completed form or in some state of completion; (v) allcollateral, allied, subsidiary, and merchandising rights appurtenant or related tothe Films now or hereafter owned or controlled including, without limitation,the following rights: all rights to produce remakes, sequels or prequels to theFilms, said literary properties, or the text or any part of said literary properties;all rights throughout the world to broadcast, transmit, and/or reproduce bymeans of television (including commercially sponsored, sustaining, andsubscription or "pay" television) or by any process analogous thereto, nowknown or hereafter devised, such Films; (vi) all statutory copyrights, domesticand foreign, obtained or to be obtained on the Films, together with any and allcopyrights obtained or to be obtained in connection with the Films or anyunderlying or component elements of the Films; (vil) all insurance policiesconnected with such Films and all proceeds that may be derived therefrom;

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arise or be created or transferre_d in connection with the Films; and (x) allaccounts and/or other rights to payment presently owned or which may arise inthe future, including, without limitation, any refund or rebate in connection with

. a completion guaranty (if applicable), all accounts and/or rights to payment duefrom other persons in connection with the distribution of the Films, and allaccounts and/or rights to payment arising from exploitation of any and all of thecollateral, allied, subsidiary, merchandisin g, and other rights in connection withthe Films.

4. The account governing and controlling the use and activation of the cellulartelephone number 786-256-9806 and the account governing and controlling theuse and activation of the e-rnail address [email protected]."Films" shall mean:1. The film titled "Misconceptions" fhttp://www.imdb.conVtitle/ttl 172Q66/)2. The film titled "SoBe Real" flittp.7/www.imdb.com/title/ttl773687/)

-3 . The film titled "Genius Within"

Edwin Rene Arenas

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PERSONAL GUARANTYFor value received, the undersigned and all of the entities, subsidiaries,affiliates, joint ventures, contracts to which th e undersigned has an ownershipinterest in (collectively, the "Guarantor") does hereby, unconditionally agree toguarantee the Promissory Note dated March 3, 2011 ("Note") to George Grafas for

the due performance of all of Unique Casting Partners, LLC's, a Florida limitedliability company (the "Debtor") obligations under th e Note. This guaranty isirrevocable and continuing, is a guaranty of payment and not just collectability,and may be proceeded upon immediately after failure of Debtor to pay or performany obligations or liabilities under the terms of the Note. As security for thepayment of the obligations of the undersigned hereunder, Guarantor hereby assignsand grants a security interest to George Grafas of all property of Guarantor definedin Exhibit A (the "Guarantor Collateral").

Edwin Rene Arenas

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Documents

Ed Arenas, Term Sheet, Etc