EXHIBIT 10.3



 


Release
And Issuance Agreement


Dated
as of June 22, 2016


(Tarek
Kirschen)


 


This
Release and Issuance Agreement (this “Agreement”) is entered into as of the date first set forth above by and between
Tarek Kirschen (“Kirschen”), South Centre, Inc. (“Purchaser”), Alexander Bafer (“Bafer”) and
Carolco Pictures, Inc., a Florida corporation (the “Company”). Kirschen, Purchaser, Bafer and the Company are sometimes
collectively referred to herein as the “Parties” and each as a “Party.”


 


In
consideration of the premises and the mutual promises and agreements herein contained, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:


 


	 	1.	Release
    by Kirschen. Kirschen and Kirschen’s affiliates, successors, assigns, heirs, executors, and representatives (collectively,
    the “Kirschen Parties”), do hereby release, acquit, satisfy, and forever discharge Purchaser, Bafer and the Company
    and each of their respective officers, directors, shareholders, agents, employees, successors, and assigns (collectively,
    “Company Parties”) from and against any and all claims, rights, suits, debts, dues, sums of money, accounts, reckonings,
    bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments,
    executions, claims and demands, and causes of action of any and every kind, nature, and character, known or unknown, including
    any and all claims for attorneys’ fees and costs, which the Kirschen Parties may now have, or may ever have, known or
    unknown, against the Company Parties, including those related to any form of unpaid or accrued compensation, remuneration
    or other fees, and those related to the Stock Matters (as defined below), and the current debt owed by the Company to Kirschen
    in the amount of $438,767.35 (the “Debt”) from the beginning of time to the
    date hereof (the “Released Claims”). This Agreement is intended to include all possible legal theories, including
    but not limited to, any tort; the violation of any express or implied contract whether written or oral, or any federal, state
    or local securities laws, statutes, regulations or executive orders, defamation, intentional infliction of emotional distress;
    injury to reputation; and pain and suffering. This release has been executed voluntarily. Kirschen has had the opportunity
    to obtain the advice of any attorney or a representative of Kirschen’s choice prior to executing this Agreement and
    has a full understanding of the terms of this release, which may not be changed except by a writing signed by both Indemnified
    Parties and Kirschen.
	 	 	 
	 	2.	Release
    by Bafer. Bafer and his affiliates, successors, assigns, heirs, executors, and representatives (collectively, the “Bafer
    Parties”), do hereby release, acquit, satisfy, and forever discharge the Kirschen Parties from and against any and all
    claims, rights, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
    controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and demands, and causes
    of action of any and every kind, nature, and character, known or unknown, including any and all claims for attorneys’
    fees and costs, which the Bafer Parties may now have, or may ever have, known or unknown, against the Kirschen Parties, including
    those related to any form of unpaid or accrued compensation, remuneration or other fees, and those related to the Stock Matters
    from the beginning of time to the date hereof (the “Bafer Released Claims”). This Release is intended to include
    all possible legal theories, including but not limited to, any tort; the violation of any express or implied contract whether
    written or oral, or any federal, state or local securities laws, statutes, regulations or executive orders, defamation, intentional
    infliction of emotional distress; injury to reputation; and pain and suffering. This release has been executed voluntarily.
    Bafer has had the opportunity to obtain the advice of any attorney or a representative of Bafer’s choice prior to executing
    this Release and has a full understanding of the terms of this release, which may not be changed except by a writing signed
    by all the Parties hereto.


 




    	 	 	 



     

    


 


	 	3.	Preferred
    Stock. Kirschen acknowledges that the Company purported, in the past, to have issued shares of Series A Preferred Stock
    of the Company and/or shares of Series B Preferred Stock of the Company (together with any other class or designation of preferred
    stock of the Company, the “Preferred Stock”) to Kirschen, or Kirschen purposed to acquire and/or sell and transfer
    shares of Preferred Stock. Kirschen hereby acknowledges and agrees that no Preferred Stock has ever been validly authorized
    or issued, and that Kirschen does not have, and never has had any ownership of, or rights to, any shares of Preferred Stock.
    Kirschen acknowledges and agrees that the Released Claims shall include any and all claims, rights, suits, debts, dues, sums
    of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
    trespasses, damages, judgments, executions, claims and demands, and causes of action of any and every kind, nature, and character,
    known or unknown, including any and all claims for attorneys’ fees and costs which relate in any way to (i) any ownership
    or claimed ownership by Kirschen of any shares of Preferred Stock, and (ii) any failure of any Preferred Stock not to be validly
    authorized or issued, and (iii) any damages or costs or damages incurred by Kirschen related to any matters related to any
    Preferred Stock, whether or not validly authorized and issued (collectively, the “Stock Matters”).
	 	 	 
	 	4.	Covenant
    Not to File a Claim and Indemnification.


 


	 	a.	The
    Kirschen Parties agree not to file for themselves or on behalf of any other party, any claim, charge, complaint, action, or
    cause of action against the Company Parties related to or arising from the Released Claims, and further agree to indemnify
    and save harmless the Company Parties from and against any and all losses, including, without limitation, the cost of defense
    and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by
    the Kirschen Parties against the Company Parties in violation of this Agreement. In the event that any Kirschen Party brings
    a suit against the Company Parties in violation of this covenant, the Kirschen Parties agree to pay any and all costs of Company
    Parties, including attorneys’ fees, incurred by Company Parties in challenging such action.
	 	 	 
	 	b.	The
    Bafer Parties agree not to file for themselves or on behalf of any other party, any claim, charge, complaint, action, or cause
    of action against the Kirschen Parties related to or arising from the Bafer Released Claims, and further agree to indemnify
    and save harmless the Kirschen Parties from and against any and all losses, including, without limitation, the cost of defense
    and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action made or brought by
    the Bafer Parties against the Kirschen Parties in violation of this Release. In the event that any Bafer Party brings a suit
    against the Kirschen Parties in violation of this covenant, the Bafer Parties agree to pay any and all costs of Kirschen Parties,
    including attorneys’ fees, incurred by Releasor Parties in challenging such action.



 



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	 	5.	Payment
    in Shares. The releases given herein shall be effective upon the issuance to Kirschen by the Company of (i) 5,000,000
    shares of Series A Preferred Stock of the Company in exchange for the payment by Kirschen of $500.00 to the Company, and (ii)
    1,000,000 shares of Series B Preferred Stock of the Company (collectively, the “Shares”) to be issued in exchange
    for forgiveness of the Debt and the releases given herein.
	 	 	 
	 	6.	Settlement,
    Representations.


 


	 	a.	This
    is a compromise and settlement of potential or actual disputed claims and is made for the purpose of avoiding the uncertainty,
    expense, and inconvenience of future litigation. Neither this Agreement nor the furnishing of any consideration concurrently
    with the execution hereof shall be deemed or construed at any time or for any purpose as an admission by any party of any
    liability or obligation of any kind. Any such liability or wrongdoing is expressly denied. The Parties hereto acknowledge
    that this Agreement was reached after good faith settlement negotiations and after each party had an opportunity to consult
    legal counsel. This Agreement extends to, and is for the benefit of, the Parties, their respective successors, assigns and
    agents and anyone claiming by, through or under the Parties hereto.
	 	 	 
	 	b.	Kirschen
    represents, warrants and agrees that the Debt constitutes all amounts owed by the Company to Kirschen and any of Kirschen’s
    Affiliates as of the date hereof, and that such Debt is being forgiven in exchange for the issuance to Kirschen of the Shares.
	 	 	 
	 	c.	Kirschen
    hereby represents and warrants to the Company as follows:


 


	 	i.	Kirschen
    is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities
    Act of 1933, as amended (the “Securities Act”).


 




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	 	ii.	Kirschen
    has been furnished with all documents and materials relating to the business, finances and operations of the Company and information
    that Kirschen requested and deemed material to making an informed investment decision regarding its purchase of the Shares.
    Kirschen has been afforded the opportunity to review such documents and materials and the information contained therein. Kirschen
    has been afforded the opportunity to ask questions of the Company and its management. Kirschen understands that such discussions,
    as well as any written information provided by the Company, were intended to describe the aspects of the Company’s business
    and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and
    the Company makes no representation or warranty with respect to the completeness of such information and makes no representation
    or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information
    may include projections as to the future performance of the Company, which projections may not be realized, may be based on
    assumptions which may not be correct and may be subject to numerous factors beyond the Company’s control. Additionally,
    Kirschen understands and represents that he is purchasing the Shares notwithstanding the fact that the Company may disclose
    in the future certain material information that the Kirschen has not received, including the financial results of the Company
    for their current fiscal quarters. Neither such inquiries nor any other due diligence investigations conducted by such Kirschen
    shall modify, amend or affect such Kirschen’s right to rely on the Company’s representations and warranties, if
    any, contained herein. Kirschen has sought such accounting, legal and tax advice as it has considered necessary to make an
    informed investment decision with respect to its investment in the Shares. Kirschen has full power and authority to make the
    representations referred to herein, to purchase the Shares and to execute and deliver this Agreement.
	 	 	 
	 	iii.	Kirschen
    has read and understood, and is familiar with, this Agreement, the Shares and the business and financial affairs of the Company.
	 	 	 
	 	iv.	Kirschen,
    either personally, or together with his advisors, has such knowledge and experience in financial and business matters as to
    be capable of evaluating the merits and risks of an investment in the Shares, is able to bear the risks of an investment in
    the Shares and understands the risks of, and other considerations relating to, a purchase of a Share. Kirschen and his advisors
    have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Shares. Kirschen’s
    financial condition is such that Kirschen is able to bear the risk of holding the Shares that Kirschen may acquire pursuant
    to this Agreement, for an indefinite period of time, and the risk of loss of Kirschen’s entire investment in the Company.
	 	 	 
	 	v.	Kirschen
    has investigated the acquisition of the Shares to the extent Kirschen deemed necessary or desirable and the Company has provided
    Kirschen with any reasonable assistance Kirschen has requested in connection therewith.
	 	 	 
	 	vi.	The
    Shares are being acquired for Kirschen’s own account for investment, with no intention by Kirschen to distribute or
    sell any portion thereof within the meaning of the Securities Act (other than the shares of Series A Preferred Stock which
    shall be sold to Purchaser pursuant to a stock purchase agreement dated as of the date hereof), and will not be transferred
    by Kirschen in violation of the Securities Act or the then applicable rules or regulations thereunder. No one other than Kirschen
    has any interest in or any right to acquire the Shares. Kirschen understands and acknowledges that the Company will have no
    obligation to recognize the ownership, beneficial or otherwise, of the Shares by anyone but Kirschen.


 




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	 	vii.	No
    representations or warranties have been made to Kirschen by the Company, or any representative of the Company, or any securities
    broker/dealer, other than as set forth in this Agreement.
	 	 	 
	 	viii.	Kirschen
    is aware that Kirschen’s rights to transfer the Shares is restricted by the Securities Act and applicable state securities
    laws, and Kirschen will not offer for sale, sell or otherwise transfer the Shares without registration under the Securities
    Act and qualification under the securities laws of all applicable states, unless such sale would be exempt therefrom.
	 	 	 
	 	ix.	Kirschen
    understands and agrees that the Shares he acquires have not been registered under the Securities Act or any state securities
    act in reliance on exemptions therefrom and that the Company has no obligation to register any of the Shares offered by the
    Company.
	 	 	 
	 	x.	Kirschen
    has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms
    and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned. Kirschen
    understands that no person other than the Company has been authorized to make any representation and if made, such representation
    may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment
    advice to the undersigned with respect to the suitability.
	 	 	 
	 	xi.	Kirschen
    understands that the certificates or other instruments representing the securities included in the Shares, as well as the
    common stock issuable with respect thereto, shall bear a restrictive legend in substantially the following form (and a stop
    transfer order may be placed against transfer of such certificates):


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933,AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER
APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE CORPORATION.


 




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	 	xii.	Kirschen
    also acknowledges and agrees that an investment in the Shares is highly speculative and involves a high degree of risk of
    loss of the entire investment in the Company, and there is no assurance that a public market for the will be available and
    that, as a result, Kirschen may not be able to liquidate Kirschen’s investment in the Shares should a need arise to
    do so.
	 	 	 
	 	xiii.	Kirschen
    is not dependent for liquidity on any of the amounts Kirschen is investing in the Shares.
	 	 	 
	 	xiv.	Kirschen
    has full power and authority to make the representations referred to herein, to purchase the Shares and to execute and deliver
    this Agreement.
	 	 	 
	 	xv.	Kirschen
    understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions
    from registration and qualification of the sale of the Shares under the federal and state securities laws and for other purposes.


 


	 	7.	Miscellaneous.


 


	 	a.	It
    is understood that this Agreement shall be governed by, construed and enforced in accordance with, and subject to, the laws
    of the State of Florida, without application of the conflicts of laws provisions thereof. Subject to provisions herein to
    the contrary, this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal
    representatives, successors and assigns and no others; provided, however, that no party may assign this Agreement without
    the prior written consent of the other Parties, which consent shall not be unreasonably withheld. The Parties agree and acknowledge
    that the terms of and all information concerning this Agreement shall remain confidential and may be disclosed by the Parties
    only pursuant to a final binding court order or other required disclosure under laws applicable to the Parties.
	 	 	 
	 	b.	In
    the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect,
    such invalidity, illegality, or unenforceability shall in no event affect, prejudice or disturb the validity of the remainder
    of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms.
	 	 	 
	 	c.	In
    this Agreement, unless the context otherwise requires; references to Sections are references to sections of this Agreement;
    references to any party to this Agreement shall include references to its respective successors and permitted assigns; the
    terms “hereof,” “herein,” “hereby,” and any derivative or similar words will refer to
    this entire Agreement; references to any document (including this Agreement) are references to that document as amended, consolidated,
    supplemented, novated or replaced by the parties from time to time.



 



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	 	d.	The
    division of this Agreement into sections and subsections and the use of captions and headings in connection therewith are
    solely for convenience and shall have no legal effect in construing the provisions of this Agreement. This Agreement sets
    forth therein set forth the entire agreement between the Parties hereto with respect to the subject matter hereof and fully
    supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof.
	 	 	 
	 	e.	The
    terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective successors
    or permitted assigns, and it is not the intention of the parties hereto to confer third-party beneficiary rights upon any
    other person or entity other than the Company Parties.
	 	 	 
	 	f.	Any
    notice, demand or communication required, permitted, or desired to be given hereunder shall be deemed effectively given when
    personally delivered, when received by telegraphic or other electronic means (including telecopy) or overnight courier, or
    five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail,
    return receipt requested, to the addresses of the Parties as set forth below.
	 	 	 
	 	g.	This
    Agreement may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which
    together shall constitute but one and the same instrument. The execution and delivery of this Agreement may be perfected by
    the exchange of executed signature pages via facsimile or Adobe Portable Document Format followed by delivery of the original
    executed signature pages via overnight mail carrier thereafter.


 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above-written.


 


	 	Tarek
    Kirschen 
	 	 	 
	 	/s/
    Tarek Kirschen
	 	Tarek
    Kirschen
	 	 	 
	 	Address
    for Notices:
	 	16850
    Collins Ave #112
	 	Sunny
    Isles Beach , FL 33160
	 	 	 
	 	Carolco
    Pictures, Inc.
	 	 	 
	 	By:	/s/
    Tarek Kirschen
	 	Name:	Tarek
    Kirschen
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Address
    for Notices:
	 	1395
    Brickell Avenue
	 	Suite
    800
	 	Miami,
    FL 33131
	 	 	 
	 	South
    Centre, Inc.
	 	 	 
	 	/s/
    David Cohen
	 	Name:	David
    Cohen
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Address
    for Notices:
	 	1200
    N. Federal Highway, Suite 200
	 	Boca
    Raton, FL 33432
	 	 	 
	 	Alexander
    Bafer 
	 	 	 
	 	/s/
    Alexander Bafer
	 	Alexander
    Bafer
	 	 	 
	 	Address
    for Notices:
	 	 
	 	 


 




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