ex10-1.htm


    EXHIBIT 10.1 - JOINT VENTURE AGREEMENT BETWEEN
REGISTRANT AND GLOBAL RENAISSANCE

     

     

    ENTERTAINMENT
GROUP, DATED OCTOBER 19, 2009

     

     

    JOINT
VENTURE AGREEMENT

     

    This
agreement is entered into this 19th day of October, 2009 by and among Global
Renaissance Entertainment Group, Inc., a legal entity in formation by Arthur
Wylie (“Wylie”), with its principal business address at 1248 Crabapple Road,
Suite 202373, Alpharetta, GA 30004 (hereinafter “Renaissance”), Global
Entertainment Holdings, Inc. a publicly traded company on the OTC (Symbol: GBHL)
with offices at Raleigh Studios, 650 N. Bronson Ave., Suite B-116, Los Angeles,
CA 90004 (“GBHL”) and Dale Godboldo, President of Urban Street Lit Films, whose
address is 13149 Hartsook Street, Sherman Oaks, CA 91423 (“Godboldo”) with
respect to a joint venture between Renaissance and Global to develop a film fund
and to develop, finance and produce both mainstream and urban content motion
pictures:

     

    RECITALS:

     

    
      	
              A.
       

            	
              Renaissance
      is a company in formation that will be owned and/or controlled by Wylie,
      who also owns and/or controls or has exclusive access to the rights to a
      series of books authored by Omar Tyree (the “Tyree Brand”), which are in
      various stages of development as motion picture projects and upon which,
      together with other urban content and mainstream projects to which
      Renaissance also has access, Wylie wishes to collaborate with
      GBHL.

            


    

     

    
      	
              B.
       

            	
              Wylie
      is a highly successful individual who, in addition to having a network of
      high net worth contacts, is among other things a regular speaker at
      success and motivational seminar programs either produced by Wylie’s
      companies or as a guest speaker.

            


    

     

    
      	
              C.
       

            	
              GBHL
      is a holding company controlling a group of companies engaged in various
      areas of film development, finance, production and sales representation,
      and which presently has access to a form of credit enhanced financing (the
      “Structured Financing”) which it wishes to deploy generally and
      specifically in collaboration with Renaissance and Wylie, both as a source
      of the Tyree Brand, and as a source of enticing investor prospects to
      finance a film fund that will, in turn, provide funding for the Tyree
      Brand as well as other motion picture
projects.

            


    

     

    
      	
              D.
        

            	
              Predicated
      on the foregoing, the parties wish to undertake this joint venture to
      pursue these and other mutual goals and utilize their respective expertise
      and resources to further the objectives of the venture as set forth
      herein.

            


    

     

    Now, therefore, in consideration of the
foregoing recitals, the mutual covenants and conditions contained herein, and
for other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

     

    
    

    
      
        1.
Principal purpose of the Venture: The purpose of the joint venture
(“Venture”) is multi- fold and the purpose as well as the principal and
joint roles of the parties as set forth herein are not necessarily limited to
those listed:

      

    

     

    
      	
              a)
       

            	
              To
      establish an entity that will serve as a film funding vehicle, tentatively
      called Global Renaissance Funding (“GR Funding”), that will be jointly
      owned by GBHL and Renaissance, or their designees, for the primary purpose
      of funding the production of motion
pictures;

            


    

     

    
      	
              b)
       

            	
              The
      completion of the formation of Renaissance by Wylie to serve as one of the
      production entities for mainstream content for motion picture projects
      “Sponsored” (as defined herein below) by Wylie. GBHL will use one of its
      established subsidiaries as a production entity for motion picture
      projects which it has “Sponsored.”

            


    

     

    
      	
              c)
       

            	
              Renaissance
      will be owned initially ninety percent (90%) by Wylie, or his legal entity
      designee, five percent (5%) by GBHL, and five percent (5%) by Dale
      Godboldo, or his legal entity
designee;

            


    

     

    
      	
              d)
       

            	
              Renaissance
      will form a subsidiary, tentatively to be called Global Renaissance
      Metropolitan, a Nevada LLC (“GR Metropolitan”) for the production of urban
      themed projects to be jointly undertaken by the parties and which will be
      owned 80% by Renaissance and 20% by Urban Street Lit Films, LLC., a
      company owned or controlled by Godboldo
  (“USLF”).

            


    

     

    
      	
              e)
       

            	
              For
      purposes of this Agreement, a “Sponsoring Party” is defined as either GBHL
      alone, or Renaissance alone, or both GBHL and Renaissance acting
      together.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.  Principal Roles of the Parties (inclusive):

     

    
      	a)  	GBHL:
	 	 
	
              1)

            	
              Provide
      credibility and track record having been in one form or another in
      business since 1996, with its key principals engaged in the motion picture
      business since 1983 and having produced, together with its affiliates,
      over 15 feature-length films “on time” and “on
  budget;

            


    

     

    
      	
              2)

            	
              Provide
      contacts and relationships with talent agents, distributors and film
      studios;

            


    

     

    
      	
              3)

            	
              Provide
      Proprietary contacts and relationships with talent agents, distributors
      and film studios;

            


    

     

    
      	
              4)

            	
              Provide
      Proprietary Financial Model (i.e. Structured Financing) for financing film
      projects with reduced risk;

            


    

     

    
      	
              5)

            	
              Provide
      Investment Enhancement: To assist in raising capital for GR Funding, GBHL
      will provide a stock incentive in a public company, as outlined
      below.

            


    

     

    
      	
              6)

            	
              Provide
      Corporate Guarantee For Debt Financing up to $75,000, to assist the
      Parties in raising initial capital for the joint venture and to assist in
      obtaining gap financing where necessary. To this extent, GBHL will provide
      a corporate guarantee in the form of a general obligation promissory note,
      which is either convertible into GBHL common stock, or with warrants
      attached for the purchase of GBHL common
stock.

            


    

     

    
      	
              7)

            	
              Provide
      a foreign or domestic distribution /sales company that will handle
      selected motion picture projects for a 5% sales agency commission payable
      to a GBHL subsidiary.

            


    

     

    
      	
              b)
       

            	
              Renaissance:

            


    

     

    
      	
              1)

            	
              Raise
      initial $20M for GR Funding from known clients/contacts with or without
      employing Structured Financing and other incentives and to be used for
      funding the production of motion picture projects selected by GR
      Funding;

            


    

     

    
      	
              2)

            	
              Provide
      marketing expertise and public forums to attract additional capital and
      institutional support;

            


    

     

    
      	
              3)

            	
              Provide
      access to “urban” genre projects, including films based on Omar Tyree
      literary works;

            


    

     

    
      	
              4)

            	
              Increase
      current slate of motion picture projects with higher budgeted mainstream
      films with packages that are substantially developed or near turn- key
      with “A-List” Talent attached, directors, distribution, foreign pre-
      sales, and an experienced production
team,

            


    

     

    
      	 c)
       	Godboldo:


    

    
      
      

    

    
      	 1) 	Provide GR
      Metropolitan with a right of first refusal on all projects originating
      with
      his company, Urban Street Lit Films.
	 	 
	 2) 	Provide
      administrative services in the organization of the joint
  venture.


    

     

    
      	 d) 	Jointly:


    

     

    
      	 1)	 Establish
      a “steering committee” with mutually agreed upon guidelines (“Committee”)
      consisting of an equal number of designated decision makers from each of
      Renaissance and GBHL (initially two representatives from each Party), to
      formulate selected criteria and/or guidelines that will govern which
      motion picture projects shall be financed by GR Funding. The parties shall
      also designate one or a greater, odd number of mutually agreed upon
      independent, and seasoned professionals with substantial experience in
      production, foreign sales and domestic distribution to serve as advisers
      to assist the Committee in resolving any conflicts in making decisions.
      Having served as a producer of four or more theatrically released films,
      and/or with at least ten years in foreign sales and/or in domestic
      distribution would qualify an individual as an expert in each of the
      referenced professions.
	 	 
	 2) 	Accord the Committee
      equal decision making authority with respect to business decisions such as
      the designation of a domestic and a foreign distributor (including whether
      Global Universal Film Group (GUFG), a subsidiary of GBHL, is the
      appropriate foreign sales agent for any non-GBHL projects);
	 	 
	 3) 	Business decisions
      with respect to funding motion picture projects shall be guided by the
      principal set forth in Section 5(d), below.
	 	 
	 4) 	Market and promote
      the Structured Financing concept and otherwise raise capital for GR
      Funding.


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Term:
The term (“Term”) of the Venture will commence on the date hereof and continue
until the earlier of (a) termination by either party to this agreement upon
thirty days notice, or (b) the eventual financing of GR Funding and/or the
production of a Project utilizing financing procured by GR Funding and approved
by the Committee in accordance with the provisions of this Agreement, at which
point this Agreement shall not be terminable except by mutual agreement or legal
proceedings and shall continue in effect so long as the parties shall retain
their respective interests in the entities jointly owned and or controlled by
them or in accordance with the agreements entered into between them with respect
to each project undertaken by the parties. Except as provided in paragraph 4
below, in the event this Agreement is terminated in good faith by either party
prior to the funding of GR Funding and/or the production of a Project undertaken
pursuant hereto, neither party shall owe any further obligation whatsoever to
the other.

    
    

     

    4.
Relationship of the Parties: Nothing herein contained shall be deemed to create
an employer/employee or agency relationship between the Parties and neither
party shall have the power or authority to bind the other to any commitments or
obligations whatsoever unless with the other’s express written consent. In that
regard neither Party shall be obligated to offer any idea, project or other
business matter to the other, it being mutually acknowledged and agreed that all
rights under doctrines of “partnership opportunities” or “fiduciary obligations”
in connection with such transactions, opportunities, business or other
enterprises are hereby expressly waived, and each shall be free to pursue any
other business activities whatsoever, whether or not same are in competition to
the other except as limited by the non-circumvention provisions of this
Agreement. The foregoing to the contrary and notwithstanding, the Parties have
previously entered into a non-circumvention agreement, which shall remain in
full force and effect and shall take precedence in the case of a conflict of
terms.

     

    5.
Structure - Ownership/Control/Sharing in Proceeds/Compensation/Start-Up
etc.:

     

    
      	
              a.

            	
              GR
      Funding will be formed by GBHL as a subsidiary and a Nevada Limited
      Liability Company, which is owned 51% by GBHL and 49% by Renaissance,
      and/or its designees, but voting control shall be shared equally by the
      Parties as Members of GR Funding.

            


    

     

    
      	
              i.

            	
              In
      exchange for financing each particular motion picture project (“Project”),
      GR Funding will acquire by assignment, a 100% interest for accounting
      purposes in the asset representing the motion picture. Additionally, GR
      Funding shall receive a fifty percent (50%) equity interest in each single
      purpose vehicle (“SPV”) created to produce each Project within the
      territory or state in which such Project is to be produced. Further, GR
      Funding shall receive a fifty percent (50%) interest in the “Producer’s
      Profits”, which are derived from the sale of the motion picture’s
      worldwide rights.

            


    

     

    
      	
              ii.

            	
              GR
      Funding will offer potential investors “Units” of $100,000 (fractional
      interests at management’s discretion); each Unit with 10,000 shares of
      GBHL common stock attached. Each Unit will be entitled to a 10%
      preferential return on their capital, plus an ongoing 20% of the
      “Producer’s Profits” from all motion picture projects financed by GR
      Funding. The remaining percentage of the “Producer’s Profits” realized by
      GR Funding (i.e., 30%) will be shared equally by GBHL and Renaissance,
      notwithstanding their respective unequal ownership interests in GR
      Funding.

            


    

     

    
      	
              iii.

            	
              From
      the gross amount of any funding raised for GR Funding, the following fees,
      in addition to the placement fees specified in Section 5(e), shall be
      payable: (a) 5% thereof shall be payable to GBHL, in cash, in
      consideration for the common stock of GBHL issued in connection with each
      investment Unit; (b) 5% thereof shall be issued to Renaissance and/or
      Wylie (or their designees), in cash, plus 10,000 shares of GBHL stock for
      each Unit of investment (proratable for fractional interests if permitted)
      as consideration for all expenses and fees associated with capital/fund
      raising efforts on behalf of GR Funding. All such compensation shall be
      realized in a manner that is in full compliance with all applicable SEC
      rules and regulations and in compliance with any State Blue Sky
      laws).

            


    

     

    
      	
              b.

            	
              GBHL
      or its designee shall receive a 5% equity ownership interest in
      Renaissance in exchange for 110,000 shares of GBHL restricted stock. This
      transaction shall be evidenced by a separate “share exchange agreement”
      with appropriate terms and
documentation.

            


    

     

    
      	
              c.

            	
              Godboldo
      shall receive a 5% equity ownership interest in Renaissance in exchange
      for his granting GR Metropolitan a right of first refusal on all projects
      originating with Urban Street Lit
Films.

            


    

     

    
      	
              d.

            	
              Project
      and/or motion picture financing may be structured in part by GR Funding
      providing a portion of the funds raised to GBHL as part of the plan to
      implement Structured Financing and attract investors, all such strategies
      to be subject to the mutual approval of the Parties on a “project by
      project” basis and subject to applicable SEC rules and regulations and in
      compliance with State Blue Sky
laws.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
      e.	
              GR
      Funding will invest in motion picture projects that are approved by the
      Committee and sponsored by GBHL and/or Renaissance, with such approval and
      investment being guided by the agreement of the Parties that overall
      one-half of the capital or funds raised by GR Funding will be deployed for
      motion picture projects sponsored by each of the Parties (i.e., 50% of
      funds will be used for GBHL Sponsored motion picture projects, and the
      balance of funds used for Renaissance Sponsored
  projects).

            


    

     

    
      	
              i.

            	
              Given
      that fifty percent (50%) of each Project funded by GR Funding will be
      acquired by GR Funding initially in the form of a fifty percent (50%)
      ownership interest in the SPV (see 5.a.i. and ii. above), the “Sponsoring
      Party” of each Project (as defined hereinabove) will acquire a thirty-five
      percent (35%) interest in the SPV (out of the remaining 50% of the SPV),
      and the non –Sponsoring Party will acquire the remaining fifteen percent
      (15%) interest in the SPV and the corresponding, pro-rata interest in the
      “Producer’s Profits” upon completion of the Project and provided that all
      financing from GR Funding has been paid in full. The Parties contemplate
      that certain Projects will be considered as “jointly sponsored” by the
      Parties, in which case each would receive a twenty-five percent (25%)
      interest in the SPV and corresponding, pro-rata interest in the
      “Producer’s Profits.”

            


    

     

    
      	
              ii.

            	
              The
      Sponsoring Party will submit details of each proposed Project to the
      Committee of GR Funding, detailing such items as: above the line
      personnel, proposed locations, financial plan, etc., or any other items
      required by the Committee.

            


    

     

    
      	
              iii.

            	
              The
      Sponsoring Party will appoint one or more producers for the motion
      picture, and the non-Sponsoring Party will receive one producer credit and
      one executive producer credit. Producers from the non-Sponsoring Party
      will receive compensation on a “favored nations” basis with any one
      producer appointed by the Sponsoring
Party.

            


    

     

    
      	
              iv.

            	
              Administration
      rights with respect to each film “asset” (i.e. copyright) shall be
      accorded to the Sponsoring Party for that project notwithstanding
      ownership or voting control of the entity in which the “asset” is held.
      Where a project is jointly Sponsored by the parties, the parties shall
      share joint administration of the copyright such that all business
      decisions with respect to a jointly sponsored project shall be subject to
      the mutual approval in writing of the parties which approval shall not be
      unreasonably withheld or delayed. In the event the parties are unable to
      agree, the matter shall be referred to the advisers referred to in
      paragraph 2.d.i. above.

            


    

     

    
      	 
      	
              f.
      Subject to the approval of the Committee on a “case by case” basis for
      Renaissance Sponsored Projects only, GBHL (or its designated subsidiary)
      will be available to serve as the motion picture’s Sales Agent and will be
      responsible for negotiating contracts for foreign distribution of the
      Project in exchange for a sales agency fee of 5% of the motion picture’s
      sale of rights; provided, however, that GBHL shall have the sole right to
      act as Sales Agent for all Projects for which it acts as a Sponsor. Where
      GBHL subcontracts the actual foreign sales function, and/or the domestic
      distribution with respect to a Renaissance Sponsored Project, Renaissance
      shall have approval rights over the terms and conditions of such sales
      agency or distribution agreement, which approval shall not be unreasonably
      withheld or delayed. Where GBHL itself handles the foreign sales, GBHL
      shall be entitled to charge a reasonable distribution fee and terms, to be
      established on a case by case basis by the
  parties.

            


    

     

    
      	 
      	
              g.
      If $10 Million is raised for GR Funding by Renaissance and/or Wylie within
      four (4) months, GBHL will issue a Wylie a bonus of three hundred fifty
      thousand (350,000) additional shares of GBHL common stock. All stock
      issuances will be restricted under Rule 144 and subject to GBHL’s receipt
      of a properly executed subscription agreements and other
      documentation.

            


    

     

    
      	 
      	
              h.
      Each of the Projects undertaken by the Venture shall include appropriate
      designation by the Parties of individuals to serve in various production
      capacities as appropriate to each Project and subject to the mutual
      approval of the Committee of the services to be rendered, credit accorded
      and compensation to be received by such
Parties.

            


    

     

    6.
Expenses: Except as specifically provided herein, each Party shall bear its own
expenses in furtherance of the Venture until such time as investments have been
procured by GR Funding and are available to the Venture at which time each of
the parties shall be entitled to reimbursement of its actual, reasonable and
verifiable out-of-pocket expenses incurred in direct furtherance of the purposes
of the Venture unless recoupment thereof is otherwise provided for by the
parties.

     

    7. No
Rights or Obligations: No rights of any kind or nature to any of the Projects
are conveyed by this Agreement per se, and neither party is obligated to
actually finance or approve of the financing or production of any Project
(except for such payments are specifically provided for herein), all such
endeavors contemplated hereunder to be subject to the mutual approval of the
Parties in good faith as and when the details of each such endeavor shall have
been ascertained and appropriately vetted by the Parties in a written
instrument.

     

    8.
Non-Circumvention: During the term of this Agreement and for a period of three
years following termination, the parties agree that neither of them (the “First
Party”) will circumvent the other (the “Second Party”) with respect to the
Second Party’s projects, contacts or sources to the exclusion or limitation of
the participation of the Second Party as stated in this Agreement, or with
regard to the advancement of any other project of the First Party unless with
the inclusion of the Second Party on the terms and conditions as contemplated
hereunder.

     

    9.
Warranties and Indemnifications: GBHL warrants that it will remain fully
compliant with all SEC filing requirements to remain a publicly traded entity
listed and compliant with OTC listing requirements and will take all necessary
steps to return to the Bulletin Board market (or better) as soon as practicable.
The Parties each warrant and agree that they have the unencumbered authority to
grant the rights they have undertaken to grant and to undertake their respective
obligations as set forth in this agreement, and each agrees to indemnify and
hold harmless the other from all liabilities and expenses (including reasonable
attorneys’ fees) which may result from a breach of the warranties made
herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.
Assignment: The Parties do not have the right to assign this Agreement or any
part hereof except with the express written consent of the other unless to an
entity owned or controlled by such Party, in which case such approval shall not
be unreasonably withheld or delayed and a copy of any such assignment shall be
given to all Parties.

     

    11.
Section Headings: The paragraph headings of this Agreement are for convenient
reference only. They are not to be used to govern, limit, modify or construe
this agreement or any provision thereof or otherwise to be given any legal
effect.

     

    12.
Entire Agreement: This Agreement contains the full and complete understanding
and agreement between the parties with respect to the within subject matter.
This Agreement supersedes all other agreements between the Parties hereto,
whether written or oral (except for the Non-Circumvention and Mutual
Confidentiality Agreement, dated September 10, 2009 between the parties),
relating to the subject matter hereof and may not be modified or amended except
by written instrument executed by both of the Parties hereto. This Agreement is
in all respects subject to the laws of the State of California applicable to
agreements executed and wholly performed within the State and the parties hereto
expressly consent to the venue and the jurisdiction of the courts of the State
of California for the resolution of any disputes arising hereunder.

     

    Wherefore,
by the signature and delivery of a signed copy hereof by each of the Parties to
the other, this shall serve as the agreement of the parties binding upon them
and their respective heirs, successors in interest and permitted
assigns.

     

    AGREED
& ACCEPTED:

     

    Global
Renaissance Entertainment Group, Inc. (a legal entity in formation)

     

     

    By:   /s/ Arthur
Wylie                  
    DATE: ________ 

    Arthur
Wylie

    Its:
President

     

     

    Arthur
Wylie

     

    /s/ Arthur
Wylie                                DATE:
________

    Arthur
Wylie, Individually

     

     

    Global
Entertainment Holdings, Inc.

     

    By: /s/ Gary
Rasmussen                 
  DATE: ________

    Gary
Rasmussen

    Its:
CEO

     

     

    Godboldo

     

    /s/ Dale
Godboldo                          
   DATE: ________

    Dale
Godboldo, an Individual