BUSINESS
LOAN AGREEMENT


 


	Borrower:
    	Unknown
    Caller LLC	 	Lender:
    	East
    West Bank
	 	8335
    Sunset Blvd. Suite 238	 	 	Loan
    Servicing Department
	 	West
    Hollywood, CA 90069	 	 	9300
    Flair Drive, 6th Floor
	 		 	 	El
    Monte, CA 91731


 


THIS
BUSINESS LOAN AGREEMENT dated August 29, 2014, is made and executed between Unknown Caller LLC
(“Borrower”) and East West Bank (“Lender”) on the following terms and conditions. Borrower has
received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations,
including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees
that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and
agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions
of this Agreement.


 


TERM.
This Agreement shall be effective as of August 29, 2014, and
shall continue in full force and effect until such time as all of Borrower’s Loans in favor of Lender have been paid in
full, including principal, interest, costs, expenses, attorneys’ fees, and other fees and charges, or until such time as
the parties may agree in writing to terminate this Agreement.


 


ADVANCE
AUTHORITY. The following person or persons are authorized to
request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender’s address
shown above, written notice of revocation of such authority: Jonathan Lim, Manager of
Unknown Caller LLC.


 


CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make
the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender’s satisfaction
of all of the conditions set forth in this Agreement and in the Related Documents.


 


Standby
Letter of Credit. Standby Letter of Credit shall be maintained
at the time of each Advance as required by the “Standby Letter of Credit” section of this Agreement.


 


Assignment
of Rights. As a condition of this Loan, China Film Assist (“China
Film”) shall absolutely and irrevocably assign all of its right, title and interest, including the right to receive payment,
in and to that certain film, Unknown Caller (“Film”), including
Taiwan, Hong Kong, Singapore, Korea, Japan, Australia, New Zealand and Malaysia rights, to Lender (“China Film Assigned
Rights”), in a form and substance acceptable to Lender. China Film has not. and shall not, assign the China Film Assigned
Rights to any party other than Lender.


 


Loan
Documents. Borrower shall provide to Lender the following documents
for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements
and all other documents perfecting Lender’s Security Interests; (4) evidence of insurance as required below; (5) together
with all such Related Documents as Lender may require for the Loan; all in form and substance satisfactory to Lender and Lender’s
counsel.


 


Borrower’s
Authorization. Borrower shall have provided in form and substance
satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note
and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments
as Lender or its counsel, may require.


 


Payment
of Fees and Expenses. Borrower shall have paid to Lender all
fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.


 


Representations
and Warranties. The representations and warranties set forth
in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true
and correct.


 


No
Event of Default. There shall not exist at the time of any Advance
a condition which would constitute an Event of Default under this Agreement or under any Related Document.


 


REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender,
as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension
or modification of any Loan, and at all times any Indebtedness exists:


 


Organization.
Borrower is a limited liability company which is, and at all
times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of California.
Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower
is, and at all times shall be, duly qualified as a foreign limited liability company in all states in which the failure to so
qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority
to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower
maintains an office at 8335 Sunset Blvd. Suite 238, West Hollywood, CA 90069. Unless Borrower has designated otherwise in writing,
the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral.
Borrower will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s
name. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges,
and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental
authority or court applicable to Borrower and Borrower’s business activities.


 


Assumed
Business Names. Borrower has filed or recorded all documents
or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following
is a complete list of all assumed business names under which Borrower does business: None.


 


Authorization.
Borrower’s execution, delivery, and performance of this
Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with,
result in a violation of, or constitute a default under (1) any provision of (a) Borrower’s articles of organization or
membership agreements, or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation,
court decree, or order applicable to Borrower or to Borrower’s properties.


 




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Financial
Information. Each of Borrower’s financial statements supplied
to Lender truly and completely disclosed Borrower’s financial condition as of the date of the statement, and there has been
no material adverse change in Borrower’s financial condition subsequent to the date of the most recent financial statement
supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.


 


Legal
Effect. This Agreement constitutes, and any instrument or agreement
Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower
enforceable against Borrower in accordance with their respective terms.


 


Properties.
Except as contemplated by this Agreement or as previously disclosed
in Borrower’s financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens
for taxes not presently due and payable, Borrower owns and has good title to all of Borrower’s properties free and clear
of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All
of Borrower’s properties are titled in Borrower’s legal name, and Borrower has not used or filed a financing statement
under any other name for at least the last five (5) years.


 


Hazardous
Substances. Except as disclosed to and acknowledged by Lender
in writing, Borrower represents and warrants that: (1) During the period of Borrower’s ownership of the Collateral, there
has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance
by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there
has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants
of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters.
(3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate,
manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any
such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances,
including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to
make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of
the Agreement. Any inspections or tests made by Lender shall be at Borrower’s expense and for Lender’s purposes only
and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person.
The representations and warranties contained herein are based on Borrower’s due diligence in investigating the Collateral
for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity
or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify,
defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender
may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any
use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral.
The provisions of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of
the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender’s
acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.


 


Litigation
and Claims. No litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event
has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation,
claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.


 


Taxes.
To the best of Borrower’s knowledge, all of Borrower’s
tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental
charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the ordinary course
of business and for which adequate reserves have been provided.


 


Lien
Priority. Unless otherwise previously disclosed to Lender in
writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security
Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower’s Loan and Note, that
would be prior or that may in any way be superior to Lender’s Security Interests and rights in and to such Collateral.


 


Binding
Effect. This Agreement, the Note, all Security Agreements (if
any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns,
and are legally enforceable in accordance with their respective terms.


 


AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so
long as this Agreement remains in effect, Borrower will:


 


Notices
of Claims and Litigation. Promptly inform Lender in writing
of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation,
claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially
affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial
Records. Maintain its books and records in accordance with GAAP,
applied on a consistent basis, and permit Lender to examine and audit Borrower’s books and records at all reasonable times.


 


Financial
Statements. Furnish Lender with such financial statements and
other related information at such frequencies and in such detail as Lender may reasonably request.


 


Additional
Information. Furnish such additional information and statements,
as Lender may request from time to time.


 


Insurance.
Maintain fire and other risk insurance, public liability insurance,
and such other insurance as Lender may require with respect to Borrower’s properties and operations, in form, amounts, coverages
and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time
the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled
or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any
other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the
Loans, Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender may require.


 


Insurance
Reports. Furnish to Lender, upon request of Lender, reports
on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the
following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the
then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and
(6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will
have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any
Collateral. The cost of such appraisal shall be paid by Borrower.


 




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Other
Agreements. Comply with all terms and conditions of all other
agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of
any default in connection with any other such agreements.


 


Loan
Proceeds. Use all Loan proceeds solely for Borrower’s
business operations, unless specifically consented to the contrary by Lender in writing.


 


Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness
and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and
nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all
lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s properties, income, or profits. Provided
however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (1)
the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have established
on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance
with GAAP.


 


Performance.
Perform and comply, in a timely manner, with all terms, conditions,
and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower
and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement.


 


Operations.
Maintain executive and management personnel with substantially
the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of
any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner.


 


Environmental
Studies. Promptly conduct and complete, at Borrower’s
expense, all such investigations, studies, samplings and testings as may be requested by Lender or any governmental authority
relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable
federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased
or used by Borrower.


 


Compliance
with Governmental Requirements. Comply with all laws, ordinances,
and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower’s properties,
businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities
Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding,
including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender’s
sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security
or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.


 


Inspection.
Permit employees or agents of Lender at any reasonable time
to inspect any and all Collateral for the Loan or Loans and Borrower’s other properties and to examine or audit Borrower’s
books, accounts, and records and to make copies and memoranda of Borrower’s books, accounts, and records. If Borrower now
or at any time hereafter maintains any records (including without limitation computer generated records and computer software
programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify
such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records
it may request, all at Borrower’s expense.


 


Environmental
Compliance and Reports. Borrower shall comply in all respects
with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission
on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity
where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions
of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in
any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other
communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on
Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other
natural resources.


 


Additional
Assurances. Make, execute and deliver to Lender such promissory
notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements
as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.


 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that
would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement
or any Related Documents, including but not limited to Borrower’s failure to discharge or pay when due any amounts Borrower
is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall
not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes,
liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs
for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will
then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower.
All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be
added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either
(1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment
which will be due and payable at the Note’s maturity.


 


NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while
this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:


 


Indebtedness
and Liens. (1) Except for trade debt incurred in the normal
course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed
money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber
any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower’s accounts,
except to Lender.


 


Continuity
of Operations. (1) Engage in any business activities substantially
different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate
with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3)
make any distribution with respect to any capital account, whether by reduction of capital or otherwise.


 


Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance
money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest in any other enterprise
or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.


 


Agreements.
Enter into any agreement containing any provisions which would
be violated or breached by the performance of Borrower’s obligations under this Agreement or in connection herewith.


 




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CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan
to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances
or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related
Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent
or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material
adverse change in Borrower’s financial condition, in the financial condition of any Guarantor, or in the value of any Collateral
securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor’s
guaranty of the Loan or any other loan with Lender.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender
reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this
does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all
such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s
charge and setoff rights provided in this paragraph.


 


DEFAULT.
Each of the following shall constitute an Event of Default under
this Agreement:


 


Payment Default. Borrower fails to make any payment when due
under the Loan.


 


Other
Defaults. Borrower fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to
perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.


 


Default
in Favor of Third Parties. Borrower or any Grantor defaults
under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any
other creditor or person that may materially affect any of Borrower’s or any Grantor’s property or Borrower’s
or any Grantor’s ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related
Documents.


 


False
Statements. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower’s behalf under this Agreement or the Related Documents is false or misleading
in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.


 


Death
or Insolvency. The dissolution of Borrower (regardless of whether
election to continue is made), any member withdraws from Borrower, or any other termination of Borrower’s existence as a
going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under
any bankruptcy or insolvency laws by or against Borrower.


 


Defective
Collateralization. This Agreement or any of the Related Documents
ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest
or lien) at any time and for any reason.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the Loan. This includes a garnishment of any of Borrower’s accounts,
including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower
as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower
gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or
bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with
respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity
of, or liability under, any Guaranty of the Indebtedness.


 


Adverse
Change. A material adverse change occurs in Borrower’s
financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired.


 


Right
to Cure. If any default, other than a default on Indebtedness,
is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding
twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after Lender sends written notice to Borrower
or Grantor, as the case may be, demanding cure of such default: (1) cure the default within fifteen (15) days; or (2) if the cure
requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender’s sole discretion to be sufficient
to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as
soon as reasonably practical.


 


Change
in Ownership. Any change in ownership of twenty-five percent
(25%) or more of the membership interest.


 


Other
Defaults Modified. Notwithstanding the section above entitled
“Other Defaults”, Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained
in this Agreement or in any of the Related Documents between Lender and Borrower; or any shareholder, member, trustor, or any
owner of the Borrower also holding a controlling interest in any given entity’s common stock, membership interest, trust
interest, or any other ownership interest (“Related Entity”), fails to comply with or to perform any other term, obligation,
covenant or condition contained in any other agreement between Lender and the Related Entity.


 




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EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall
occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender
under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to
make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately will become due and
payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in
the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender
shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except
as may be prohibited by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect
Lender’s right to declare a default and to exercise its rights and remedies.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s
request to submit to the jurisdiction of the courts of Los Angeles County, State of California.


 


STANDBY
LETTER OF CREDIT. East West Bank China (EWCN) shall issue one
or more Irrevocable Standby Letters of Credit (in the aggregate, and singularly, as applicable, “Standby Letter of Credit”)
in favor of Lender, in form and substance acceptable to Lender, for at least an aggregate amount of Renminbi (RMB) which is the
equivalent of United States Dollar (USD) $3,333,333.00, which Standby Letter of Credit shall be maintained as long as this Agreement
is in effect, and shall not expire earlier than thirty (30) days after the maturity date of this Loan.


 


USE
AND DISBURSEMENT OF LOAN PROCEEDS. The Loan Proceeds shall be
disbursed, subject to the terms of this Agreement, as follows:


 


 (a) Film Production. The sum of Three Million Dollars ($3,000,000.00) shall be allocated for film production of the Film only.




 


(b) Loan
Reserve. For each Standby Letter of Credit, an amount which is the equivalent of the Ten Percent (10%) of the face
amount of the Standby Letter of Credit shall be maintained as a reserve under the Loan (“Loan Reserve”) and shall be
allocated for (i) payment of interest and (ii) for difference(s) in the amount of the Loan and the Standby Letter of Credit resulting
from fluctuations in the USD/RMB exchanges rates (“Currency Fluctuation”) during the term of the Loan. Lender shall
have the right and is hereby authorized by Borrower to draw down such sums from the Loan Reserve in any denomination under the
Loan on behalf of Borrower and advance the same to (i) pay interest pursuant to the interest payment schedule and fees, if applicable,
outlined in the Loan Documents, and/or (ii) pay-down the unpaid principal balance of the Loan as Lender deems reasonably satisfactory
to Lender from time to time based on the Currency Fluctuation(s). Interest payments, Currency Fluctuation payments, and fees,
if applicable, charged to the Loan Reserve shall be added to the unpaid principal balance of the Loan as and when charged to the
Loan Reserve and the Loan Reserve shall thereupon be decreased by the amount of such advance. If the amount payable as interest,
fees and/or Currency Fluctuation payments under the terms of the Loan Documents exceed the amount of any remaining Loan Reserve
therefor (if any), then the Borrower shall pay to the Lender, on demand, the amount of such excess in cash. The amount of the
Loan Reserve shall not otherwise be available to Borrower hereunder other than as expressly provided herein.


 


CURRENCY
FLUCTUATION. Borrower further agrees that in addition to the
provisions for the Loan Reserve, above, Borrower authorizes and agrees to the following action(s), and/or any of them, as required
by Lender from time to time in the event Lender determines at its sole and absolute discretion that such action(s) be taken to
mitigate the Currency Fluctuations(s) during the term of the Loan, within fifteen (15) days after written notice from Lender to
Borrower:


 


	1.	Borrower
    shall deposit or cause to be deposited additional funds at China Minsheng to obtain an increase in the amount of the Standby
    Letter of Credit in an amount reasonably satisfactory to Lender based on the Currency Fluctuation;
	 	 
	2.	Borrower
    shall make a payment on the Loan in an amount reasonably satisfactory to Lender based on the Currency Fluctuation;
	 	 
	3.	Lender
    shall draw down on the Standby Letter of Credit in such amount reasonably satisfactory to Lender based on the Currency Fluctuation.


  


ELECTRONIC
INSTRUCTIONS. Borrower desires to apply for Advances and instruct
Lender regarding all other aspects of the Loan electronically, including but not limited to by electronic mail, internet, telex,
telefax, facsimile and/or telecopy. Borrower agrees that Lender may act in accordance with electronically transmitted applications
and instructions (“Electronic Instructions”) subject to the following provisions: 1) Borrower’s Electronic Instructions
must be sent to Lender electronically only by means of such services and in such format(s) as may be approved from time to time
by Lender in its sole discretion; 2) Borrower will provide to Lender, in writing and duly signed by Borrower, any reasonable security
or verification procedures, and Lender may require additional security or verification procedures in its sole discretion; 3) Borrower
hereby authorizes and instructs Lender to take all actions requested in any and all Electronic Instructions and agrees that each
such Electronic Instruction will be deemed an original and, if sent in lieu of manually signed instructions, will be deemed to
incorporate all of the terms and provisions of the Lender’s standard form or format, if any, for such instructions; 4) Borrower
recognizes and agrees that it will be obligated for any loan advance request and/or instruction pursuant to Electronic Instructions
to the same extent as if such advance request and/or instruction were provided pursuant to Lender’s standard form or Lender
approved format(s) manually signed by Borrower; 5) Borrower agrees to indemnify and hold harmless Lender, its officers, directors,
employees and affiliates against any and all liability, loss, cost, damages, attorneys’ fees and other expenses which Lender
may incur in reliance upon and pursuant to any and all of the Electronic Instructions received by Lender and purported to be sent
by Borrower; 6) Lender is not responsible for checking electronic communications devices on a regular basis, and Borrower will
make arrangements to assure Electronic Instructions have been sent to a current employee of Lender, and the employee of Lender
has received and read the Electronic Instructions; 7) Lender is not responsible for delays, errors or omissions resulting from
malfunction of electronic communications devices or from other conditions beyond the control of Lender; and 8) Lender is not responsible
for misuse of or wrongful access to electronic communications devices by Borrower’s representatives and employees nor for
any delay in acting on Electronic Instructions caused by Electronic Instructions which Lender deems to be uncertain or unclear
or incomplete.


 


MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part
of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes
the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment
to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound
by the alteration or amendment.


 


Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s
costs and expenses, including Lender’s attorneys’ fees and Lender’s legal expenses, incurred in connection with
the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay
the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenses
whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower
also shall pay all court costs and such additional fees as may be directed by the court.


 


Caption
Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of this Agreement.


 




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Consent
to Loan Participation. Borrower agrees and consents to Lender’s
sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether
related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential
purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower
hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices
of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees
that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan
and will have all the rights granted under the participation agreement or agreements governing the sale of such participation
interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against
any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s
obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further
agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender
in the State of California.


 


No
Waiver by Lender. Lender shall not be deemed to have waived
any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part
of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision
of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise to demand strict compliance with
that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and
Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or of any of Borrower’s
or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement,
the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such
consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


Notices.
Any notice required to be given under this Agreement shall be
given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required
by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail,
as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement.
Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying
that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees to keep Lender informed
at all times of Borrower’s current address. Unless otherwise provided or required by law, if there is more than one Borrower,
any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.


 


Severability.
If a court of competent jurisdiction finds any provision of
this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision
illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified
so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted
from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this
Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.


 


Subsidiaries
and Affiliates of Borrower. To the extent the context of any
provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the
word “Borrower” as used in this Agreement shall include all of Borrower’s subsidiaries and affiliates. Notwithstanding
the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial
accommodation to any of Borrower’s subsidiaries or affiliates.


 


Successors
and Assigns. All covenants and agreements by or on behalf of
Borrower contained in this Agreement or any Related Documents shall bind Borrower’s successors and assigns and shall inure
to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign Borrower’s
rights under this Agreement or any interest therein, without the prior written consent of Lender.


 


Survival
of Representations and Warranties. Borrower understands and
agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in
this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents.
Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants
will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall
be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until
such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided
above, whichever is the last to occur.


 


Time
is of the Essence. Time is of the essence in the performance
of this Agreement.


 


Waive
Jury. To the extent permitted by applicable law, all parties to this Agreement hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by any party against any other party.


 


Judicial
Reference. If the waiver of the right to a trial by jury is
not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any
time shall be decided by a reference to a private judge, mutually selected by the parties or, if they cannot agree, then any party
may seek to have a private judge appointed in accordance with California Code of Civil Procedure §§ 638 and 640 (or
pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts).
The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure
§§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief,
including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing
receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently
sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at
that point pursuant to the judicial reference procedures, then such party may apply to the Court for such relief. The proceeding
before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable
to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be
before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and
may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties
agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether
of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a).
Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral,
or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation,
and enforceability of this paragraph.


 




    	Loan #366200052	Page 6



    	 



    

 


The
parties agree that time is of the essence in conducting the referenced proceedings. The parties shall promptly and diligently
cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution
of the dispute or controversy in accordance with the terms hereof. The costs shall be borne equally by the parties.


 


Oral
Agreements Not Effective. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral
or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof and shall remain
in full force and effect in accordance with its terms and conditions. Moreover, any subsequent oral statements, negotiations,
agreements or understandings of the parties shall not be effective against Lender unless (i) expressly stated in writing, (ii)
duly approved and authorized by an appropriate decision making committee of Lender on such terms and conditions as such committee
shall deem necessary or appropriate in the committee’s sole and absolute opinion and judgment and (iii) executed by an authorized
officer of Lender. Borrower shall not rely or act on any oral statements, negotiations, agreements or understandings between the
parties at anytime whatsoever, including before or during any Lender approval process stated above. Borrower acknowledges and
agrees that Borrower shall be responsible for its own actions, including any detrimental reliance on any oral statements, negotiations,
agreements or understandings between the parties and that Lender shall not be liable for any possible claims, counterclaims, demands,
actions, causes of action, damages, costs, expenses and liability whatsoever, known or unknown, anticipated or unanticipated,
suspected or unsuspected, at law or in equity, originating in whole or in part in connection with any oral statements, negotiations,
agreements or understandings between the parties which the Borrower may now or hereafter claim against the Lender. Neither this
Agreement nor any other Related Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance
with the provisions of this section. Lender may from time to time, (a) enter into with Borrower written amendments, supplements
or modifications hereto and to the Related Documents or (b) waive, on such terms and conditions as Lender may specify in such
instrument, any of the requirements of this Agreement or the Related Documents or any Event Default and its consequences, if,
but only if, such amendment, supplement, modification or waiver is (i) expressly stated in writing, (ii) duly approved and authorized
by an appropriate decision making committee of Lender on such terms and conditions as such committee shall deem necessary or appropriate
in the committee’s sole and absolute opinion and judgment and (iii) executed by an authorized officer of Lender. Then such
amendment, supplement, modification or waiver shall be effective only in the specific instance and specific purpose for which
given.


 


DEFINITIONS.
The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean
amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the
plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this
Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on
the date of this Agreement:


 


Advance.
The word “Advance” means a disbursement of Loan funds
made, or to be made, to Borrower or on Borrower’s behalf on a line of credit or multiple advance basis under the terms and
conditions of this Agreement.


 


Agreement.
The word “Agreement” means this Business Loan Agreement,
as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached
to this Business Loan Agreement from time to time.


 


Borrower.
The word “Borrower” means Unknown Caller LLC and includes
all co-signers and co-makers signing the Note and all their successors and assigns.


 


Collateral.
The word “Collateral” means all property and assets
granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether
granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust,
assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment
trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security
device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.


 


Environmental
Laws. The words “Environmental Laws” mean any and
all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment,
including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
(“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code,
Section 25100, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.


 


Event
of Default. The words “Event of Default” mean any
of the events of default set forth in this Agreement in the default section of this Agreement.


 


GAAP.
The word “GAAP” means generally accepted accounting
principles.


 


Grantor.
The word “Grantor” means each and all of the persons
or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such
a Security Interest.


 


Guarantor.
The word “Guarantor” means any guarantor, surety,
or accommodation party of any or all of the Loan.


 


Guaranty.
The word “Guaranty” means the guaranty from Guarantor
to Lender, including without limitation a guaranty of all or part of the Note.


 


Hazardous
Substances. The words “Hazardous Substances” mean
materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose
a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated,
manufactured, transported or otherwise handled. The words “Hazardous Substances” are used in their very broadest sense
and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the
Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products
or any fraction thereof and asbestos.


 




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Indebtedness.
The word “Indebtedness” means the indebtedness evidenced
by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses
for which Borrower is responsible under this Agreement or under any of the Related Documents.


 


Lender.
The word “Lender” means East West Bank, its successors
and assigns.


 


Loan.
The word “Loan” means any and all loans and financial
accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation
those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from
time to time.


 


Note.
The word “Note” means the Note dated August 29, 2014
and executed by Unknown Caller LLC in the principal amount of $3,333,333.00, together with all renewals of, extensions of, modifications
of, refinancings of, consolidations of, and substitutions for the note or credit agreement.


 


Permitted
Liens. The words “Permitted Liens” mean (1) liens
and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges
either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other
like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money
liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business
to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement
titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement, have been
disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute
an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.


 


Related
Documents. The words “Related Documents” mean all
promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds
of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter
existing, executed in connection with the Loan.


 


Security
Agreement. The words “Security Agreement” mean and
include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created
by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.


 


Security
Interest. The words “Security Interest” mean, without
limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance,
mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment
intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise.


 


BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN
AGREEMENT IS DATED AUGUST 29, 2014.


  


		 



 


 





  




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