exv10w27






Exhibit 10.27




GIRARD SECURITIES, INC.

9560 Waples Street, Suite B

San Diego, California 92121




April 22, 2010



The Film Department Holdings, Inc.

8439 Sunset Blvd., 2nd Floor

West Hollywood, California 90069

Attn: Mark Gill, Chief Executive Officer



RE: Investment Advisory Services on behalf of The Film Department Holdings, Inc.



Dear Mr. Gill:




     Girard Securities, Inc. (“Girard”, “us” or “we”) is pleased to act as financial advisor for
The Film Department Holdings, Inc. (the “Company” or “TFD”) for a period of six months following
the effective date of the Company’s initial public offering (“IPO”) to be co-managed by Girard.
Such financial advisory services to the Company will include: (i) evaluating and advising on a
continuing basis following the IPO, the Company’s financial condition and capital structure, and
(ii) assisting and advising the Company in connection with proposed corporate acquisitions as well
as future debt and equity financings to finance such acquisitions or for general corporate
purposes. The purpose of this letter agreement is to memorialize the terms of our engagement by
the Company.



     1. Transaction Summary. During the term of this engagement, as defined in Section 4,
Girard will serve as financial advisor to the Company with respect to the matters set forth above.



     2. Information Provided to Girard In connection with our engagement, the Company has
agreed to furnish to Girard, on a timely basis following the effective date of the IPO, with all
relevant information needed by Girard to perform under the terms of this letter agreement. During
our engagement, it may be necessary for us to (i) interview the management of, the auditors for,
and the consultants and advisors to the Company; (ii) rely (without independent verification) upon
data furnished to us by them; and (iii) review any financial and other reports relating to the
business and financial condition of the Company as we may determine to be relevant to our advisory
services. In this connection, the Company will make available to us such information as we may
request, including information with respect to the assets, liabilities, earnings, earning power,
financial condition, historical performance, future prospects and financial projections and the
assumptions used in the development of such projections of the Company. We agree that all
nonpublic information obtained by us in connection with our engagement will be held by us in strict
confidence and will be used by us solely for the purpose of performing our obligations relating to
our engagement.



     We do not assume any responsibility for, or with respect to, the accuracy, completeness or
fairness of the information and data supplied to us by the Company or its representatives. In
addition, the Company acknowledges that we will assume, without independent verification, that all
information supplied to us with respect to the Company will be true, correct and complete in all
material respects and will not contain any untrue statements of material fact or omit to state a
material fact necessary to make the information supplied to us not misleading. If at any time
during the course of our engagement the Company becomes aware of any material change in any of the
information previously furnished to us, it will promptly advise us of the change or furnish us with
additional information.



 









 





     3. Scope of Engagement. Girard has been engaged by the Company only in connection
with the IPO (for which we are being compensated separately pursuant to the Underwriting Agreement
to be entered into in connection with the IPO) and the matters described in this letter agreement,
and for no other purpose. We have not made, and will assume no responsibility to make any
representation in connection with our engagement as to any legal matter. Except as specifically
provided in this letter agreement, Girard shall not be required to render any advice or reports in
writing or to perform any other services to the Company.



     4. Term of Engagement. We will act as the Company’s financial advisor for a period of
six months from the effective date of the IPO.



     5. Compensation. As compensation for our advisory services, the Company will issue to
us on the effective date of the IPO, or as soon as practicable thereafter, warrants to purchase
160,000 shares of common stock (“Warrants”) exercisable at 120% of the IPO price of our shares of
common stock. The Warrants will be exercisable commencing six months from the effective date of
the IPO and for a period of four and one half years thereafter. The Warrants will include a one-time
right to require the underlying shares to be registered for resale on Form S-3. This demand right must
be exercised during the period beginning six months following effectiveness of the IPO registration statement
and ending on the fifth anniversary of the effectiveness of the IPO registration statement, and is subject
to other customary terms and conditions. The Warrants will also include piggyback registration rights
as generally contained in underwriting warrants issued in connection with public offerings of securities.
Piggyback registration rights must be exercised during the period beginning six months following effectiveness
of the IPO registration statement and ending on the fifth anniversary of the effectiveness of the
IPO registration statement. The number of shares underlying the Warrants and the exercise price of the
Warrants will be subject to adjustment in the event of a stock split, reverse stock split or stock dividend,
but the Warrants otherwise will not carry anti-dilution protection. The Warrants will not be assignable
except to officers and directors of Girard for six months following effectives of the IPO registration
statement on Form S-1.



     6. Other Business. The Company understands that if Girard is asked to act for the
Company in any other capacity relating to this engagement but not specifically addressed in this
letter, then such activities shall constitute separate engagements and the terms and conditions of
any such engagements will be embodied in one or more separate written agreements, containing
provisions and terms to be mutually agreed upon.



     7. Other Girard Activities. Girard is a full service securities firm engaged in
securities trading and brokerage activities as well as investment banking and financial advisory
services. In the ordinary course of our trading and brokerage activities, Girard or its affiliates
may hold positions, for its own account or the accounts of customers, in equity, debt or other
securities of the Company or any other company that may be involved in a transaction with the
Company.



     8. Compliance with Applicable Law. In connection with this engagement, the Company
and Girard will comply with all applicable federal, state and foreign securities laws and other
applicable laws.



     9. Independent Contractor. Girard is and at all times during the term hereof will
remain an independent contractor, and nothing contained in this letter agreement will create the
relationship of employer and employee or principal and agent as between the Company and Girard or
any of its employees. It is understood that Girard’s responsibility to the Company is solely
contractual in nature and that Girard does not owe the Company, or any other party, any fiduciary
duty as a result of its engagement.



     10. Successors and Assigns. This letter agreement and all obligations and benefits of
the parties hereto shall bind and shall inure to their benefit and that of their respective
successors and assigns.



     11. Governing Law and Arbitration. This agreement shall be governed by and construed
under the laws of the State of California applicable to contracts made and to be performed entirely
within the State of California. Any dispute, claim or controversy arising out of or relating to
this agreement or the breach, termination, enforcement, interpretation or validity thereof,
including the determination of the scope or applicability of this agreement to arbitrate, shall be
determined by binding arbitration in San



 









 




Diego, California, before one arbitrator. The arbitration shall be administered by JAMS.
Judgment on the award may be entered in any court having jurisdiction. This clause shall not
preclude the parties from seeking provisional remedies in aid of arbitration from a court of
appropriate jurisdiction. Each party will bear its own costs for arbitration. The prevailing
party in arbitration shall be entitled to reasonable attorneys’ fees. The provisions of this
paragraph 11 shall survive any termination of this agreement.




     12. General Provisions. The letter agreement is binding upon the parties hereto. No
purported waiver or modification of any of the terms of this letter agreement will be valid unless
made in writing and signed by the parties hereto. Section headings used in this letter agreement
are for convenience only, are not a part of this letter agreement and will not be used in
construing any of the terms hereof. This letter agreement constitutes and embodies the entire
understanding and agreement of the parties hereto relating to the subject matter hereof, and there
are no other agreements or understandings, written or oral, in effect between the parties relating
to the subject matter hereof. This letter agreement expressly supersedes any prior understanding or agreement of the parties
hereto relating to the subject matter hereof. No representation, promise, inducement or statement of intention has
been made by either of the parties hereto which is to be embodied in this letter agreement, and
none of the parties hereto shall be bound by or liable for any alleged representation, promise,
inducement or statement of intention, not so set forth herein. No provision of this letter
agreement shall be construed in favor of or against either of the parties hereto by reason of the
extent to which either of the parties or its counsel participated in the drafting hereof. If any
provision of this letter agreement is held by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the remaining provisions hereof shall remain in full force and effect.
This letter agreement may be executed in any number of counterparts and by facsimile signature.



     If the foregoing correctly sets forth your understanding of our agreement, please sign the
enclosed copy of this letter and return it to Girard.



	 	 	 	 	 
	 	Very truly yours,



GIRARD SECURITIES, INC.

 	 
	 	By:  	       /s/ Richard Woltman
 	 
	 	 	Richard Woltman, Chief Executive Officer 	 
	 	 	 	 
	 




     The undersigned hereby accepts, agrees to and becomes party to the foregoing letter agreement,
effective as of the date first written above.



	 	 	 	 	 
	 	THE FILM DEPARTMENT HOLDINGS, INC.

 	 
	 	By:  	       /s/ Mark Gill
 	 
	 	 	Mark Gill, Chief Executive Officer