Unassociated Document


    Exhibit
      10.12

     

    OPTION
      AGREEMENT

    


    


    This
      Option Agreement is entered into
      and effective as of September 16, 2006 (the “Effective Date”), by and among
      Scott Mitchell Rosenberg (“SMR”), RIP Media, Inc. (“RIP”), a corporation wholly
      owned by SMR, and Platinum Studios, Inc., a California corporation (the
“Company”), with reference to the following:

    


    WHEREAS,
      the Company owns or controls
      one of the world’s largest independent library of comic book characters and
      stories which it will be exploiting across all media platforms;

    


    WHEREAS,
      SMR is the Chief Executive
      Office, Chairman and majority shareholder of the Company;

    


    WHEREAS,
      through RIP, SMR owns or
      controls a library of comic characters and stories, which were formally owned
      or
      controlled by Comics Holdings, LLC, formerly known as Awesome Comics, LLC and
      which are subject to existing third party rights and existing third party
      agreements described in Section 2 below (the “RIP Awesome
      Library”);

    


    WHEREAS,
      the Company desires to have
      granted to it, and RIP desires to grant to the Company, certain option rights
      with respect to the RIP Awesome Library;

    


    NOW,
      THEREFORE, the parties agree as
      follows:

    


    


    1.           Option
      Grant. During the Term (defined below), for one dollar ($1.00) and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, RIP hereby grants to the Company an exclusive option to enter
      into
      licensing/acquisition of rights agreements (the “Rights Agreements”) for
      individual characters within the RIP Awesome Library, subject to existing third
      party rights, it being acknowledged and agreed by all parties, that the terms
      of
      each such Rights Agreements shall be mutually agreeable terms and conditions
      that are considered normal and customary within the entertainment industry
      for
      contracts of this nature at the time and taking into account the nature of
      the
      characters and libraries that are the subject to the Rights Agreements and
      that,
      in any event, are substantially consistent with existing third party rights
      agreements entered into by the Company with respect to similar libraries and
      characters.   Each of SMR and RIP acknowledges and agrees that
      during the Term, it shall not exploit or otherwise grant to third parties the
      right to exploit, any of the RIP Awesome Library, nor sell or otherwise dispose
      of the RIP Awesome Library which is subject to the option granted hereunder,
      unless all Platinum rights hereunder are preserved and not terminated as a
      result of such sale or other disposition; provided that the parties
      acknowledge and agree that the foregoing shall not be deemed to restrict in
      any
      way the existence, exploitation and/or transfer of existing third party rights
      relating to the RIP Awesome Library and/or the characters therein.

    


    2.           Company
      Acknowledgement.  The Company hereby acknowledges and agrees that
      neither SMR or RIP is making any representation or warranty of any kind with
      respect to the RIP Awesome Library, the characters therein or any other matter
      in connection with this Option Agreement.  The Company further
      acknowledges and agrees that (a) the characters and properties within the RIP
      Awesome Library as of the date hereof are subject to existing third party
      agreements, which third party agreements provide for potential changes in the
      characters and properties contained in the RIP Awesome Library as of the date
      hereof, (b) due to the terms of such third party agreements, the characters
      and
      properties contained in the RIP Awesome Library as of the date hereof may not
      be
      contained in the RIP Awesome Library in the future, and (c) any such changes
      in
      the characters and properties contained in the RIP Awesome Library due to such
      third party agreements shall in no event be deemed a breach by SMR or RIP of
      this Option Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.           Term.  The
      term of this Agreement shall commence as of the Effective Date and shall
      continue in full force and effect until the date upon which SMR is no longer
      at
      least one of the following: (a) an executive officer of the Company; (b) a
      member of the Board of Directors of the Company, or (b) holder of at least
      30%
      of the outstanding capital stock of the Company.

    


    4.           Specific
      Performance.  Each of SMR and RIP acknowledges and agrees that any
      breach of this Agreement by SMR or RIP will cause irreparable damage to the
      Company and that in the event of such breach the Company shall have, in addition
      to any and all remedies of law, the right to seek an injunction, specific
      performance or other equitable relief to prevent the violation of their
      respective obligations hereunder.

    


    5.           Waiver.  Any
      waiver by the Company of a breach of any provision of this Agreement shall
      not
      operate or be construed as a waiver of any subsequent breach of such provision
      or any other provision hereof.

    


    6.           Governing
      Law; Attorneys’ Fees.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of California, without regard
      to principles of conflicts of law.  If any suit, action, or proceeding
      is brought to enforce any term or provision of this Agreement, the prevailing
      party shall be entitled to recover reasonable attorneys' fees, costs, and
      expenses incurred, in addition to any other relief to which such party may
      be
      legally entitled.

     

    7.           Entire
      Agreement.    This Agreement constitutes the
      only agreement or understanding between the parties with respect to the subject
      mater hereof, and supersedes and is controlling over any and all prior existing
      agreements, representations or communications between the parties. All
      negotiations, commitments, and understandings acceptable to both parties have
      been incorporated in this Agreement and the accompanying termination
      letter. 

     

     

    8.           Amendment.    This
      Agreement may not be amended except as mutually agreed to in writing by the
      parties; provided that immediately upon the sale to a third party of a
      majority in interest of RIP or the rights controlled by RIP in a manner
      permitted by this Option Agreement, this Option Agreement shall automatically
      be
      deemed amended to remove SMR as a party hereto.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the parties to this Agreement have executed the same as of
      the
      date first above written.

     

     

    Platinum
      Studios, Inc.

     

     

    


     

    By: 
      /s/ Brian Altounian 

    
      
        

      

    

    Brian
      Altounian, President

    


    


    /s/
      Scott Mitchell Rosenberg

    
      
Scott
      Mitchell Rosenberg

    


     

     

    RIP
      Media, Inc.

    


    


    By:
      /s/ Scott Mitchell Rosenberg

    
      
Scott
      Mitchell Rosenberg, President and CEO