Podvodnye Plenniki - OPTION AGREEMENT

THIS AGREEMENT, made and dated as of July 17th, 20…. and entered into between Valerii Samoilov, residing at……………………………………………., hereinafter referred to as “Owner” /владелец/ and Krzysztof B., doing business as N…, Nowog 4 Warsaw, Poland, hereinafter referred to as "Purchaser" /покупатель/.

WHEREAS, Owner is the sole and exclusive owner throughout the universe of all certain rights in and to that certain original novel (Exhibit D, attached hereto) entitled "Podvodnye Plenniki" ISBN: 5740604733, written by Owner , being the "Property" as described and attached in Exhibit D attached hereto.

WHEREAS Purchaser wishes to produce a motion picture based upon the Property and desires to acquire an exclusive option to acquire all rights in and to the Property, as hereinafter set forth, in consideration of the option consideration provided herein and in reliance upon the Owner's representations and warranties hereinafter set forth.      

CONSIDERATION FOR OPTION: In consideration of the payment to Owner of the sum of twenty five thousand dollars ($25,000.00 ) payable according to payment schedule below, /тут мне сразу 25 000 долларов с учетом выплат по графику платежей/ Owner hereby grants to Purchaser the exclusive option to purchase from Owner the rights in the Property as defined and described in Exhibit A hereto for the total purchase price specified and payable as provided in Clause 4 of Exhibit A. If Purchaser shall fail to exercise this option, then the sums paid to Owner hereunder with respect to the option shall be and remain the sole property of Owner.

OPTION PERIOD: The within option shall be effective during the period commencing on the date hereof and ending five (5) years thereafter ("the Option Period"). All option monies payable to Owner pursuant to Clause 1 hereof shall be applicable against the consideration set forth in Clause 4 of Exhibit A. The Option Period can be extended for another two years if necessary.

(a) Еxclusive Owner (author) rights to operate according to these rules, but if during the first 6 months no commercial decisions on their implementation, the Owner has the right to implement them or to sign with the Purchaser supplementary agreement to extend the exclusive rights for the next 6 months.

Переведу ради интереса:

(а) Эксклюзивные права Автора для Покупателя действуют согласно указанным правилам, но если за первые 6 месяцев не принимается никаких коммерческих решений по их реализации, автор имеет право реализовать их по своему усмотрению или подписать с покупателем дополнительное соглашение по продлению эксклюзивных прав на следующие 6 месяцев.

А тут опять про денежные знаки – где-то на 10 000 долларов:

OPTION PAYMENT SCHEDULE:

(a) 

one thousand dollars ($1,000.00) payable upon full execution hereof

(b) four thousand dollars ($4,000.00) payable one year after execution hereof

(c) five thousand dollars ($5,000.00) payable after each next consecutive year after the execution hereof.

EXERCISE OF OPTION:

(a)      Notice of Exercise: If Purchaser elects to exercise the within option, Purchaser (at any time during the Option Period) shall serve upon Owner written notice of the exercise in accordance with this Clause 3 hereof.

(b) 

Purchase Price: As a condition precedent to exercise of the within option, the purchase price stated in Clause 4 of Exhibit A set forth in Clause 1 hereof shall be paid to Owner and enclosed with the written notice set forth in sub-clause 3 (a) above. By way of clarification and for the avoidance of doubt, Purchaser may not commence principal photography of any production based on the Picture unless and until the Purchase Price is paid.

OWNER'S REPRESENTATIONS, WARRANTIES AND RELATED MATTERS: Owner hereby makes to Purchaser the same representations, warranties and indemnity made to Purchaser under Clauses 5 and 6 of Exhibit A hereto. Without limiting any other rights Purchaser may have in the Property, Owner hereby agrees that if any claim is made and/or litigation instituted involving any breach or alleged breach of any such representation and warranties of Owner, the Option Period shall automatically be extended for a period of time, without additional payment by Purchaser therefore, until no claim and/or litigation involving any breach or alleged breach of any such representation and warranties of Owner is outstanding, such extension being for a period not to exceed twelve (6) months. At any time after the occurrence of such a claim or litigation alleging facts which would be an actual breach hereof, if true, until the expiration of the Option Period, as extended pursuant hereto, Purchaser may, in addition to any other rights and remedies Purchaser may have in the Property, rescind this agreement and in such event, notwithstanding anything else to the contrary contained herein. Owner hereby agrees, upon such rescission, to repay Purchaser any monies paid by Purchaser to Owner hereunder in connection with the Property and any reasonable amounts expended by Purchaser in developing or exploiting the Property. Without limiting the generality of the foregoing, Owner agrees that Owner will not, at any time during the Option Period, exercise or authorize or permit the exercise by others of any of the rights covered by the within option under the provisions of Exhibit A which are otherwise prohibited from being exercised or licensed to others during any period of time therein specified.

NO OUTSTANDING OBLIGATIONS: Owner represents and warrants that there are no monies due third parties by reason of the option payments provided in Clauses 1 and 2 of this Agreement.

ADDITIONAL DOCUMENTS: Owner agrees to execute, acknowledge and deliver to Purchaser and to procure the execution, acknowledgment and delivery to Purchaser of any additional documents or instruments which Purchaser may reasonably require to fully effectuate and carry out the intent and purposes of this agreement and to convey to Purchaser good and marketable title in and of the Property if the within option is exercised by Purchaser (including payment to Owner of the Purchase Price therefore as stated herein). Without limiting the generality of the foregoing, Owner agrees to execute and deliver to Purchaser concurrently herewith Exhibit B (Short Form Option Agreement), which instrument shall become effective immediately and may be recorded by Purchaser as evidence of the option herein granted to Purchaser, and Owner agrees to cause the publisher or publishers of the Property, if any, and any other person, firm or corporation having or claiming any interest in or to the Property, if any, and any other person, firm or corporation having or claiming any interest in or to the Property, to execute, acknowledge and deliver to Purchaser promptly upon the execution hereof, quitclaims or assignments in form satisfactory to Purchaser, whereby such publisher or other parties quitclaim to Owner all their right, title and interest (or knowledge and agree that they have no such right, title or interest) in or to any of the rights, licenses, privileges and property agreed to be granted to Purchaser upon the exercise of the option. If Owner shall fail to execute, acknowledge or deliver to Purchaser any agreements, assignments or other instruments to be executed, acknowledged and delivered by Owner hereunder within five business days from Owner’s receipt thereof, then Purchaser is hereby irrevocably appointed Owner's attorney-in-fact with full right, power and authority to execute, acknowledge and deliver the same in the name of and on behalf of Owner, Owner acknowledging that the authority and agency given Purchaser is a power coupled with an interest.