Exhibit
10.5


 


COMMERCIAL
LOAN AGREEMENT


 


This
COMMERCIAL LOAN AGREEMENT (the “Agreement”) is made and entered into effective as of this 16th day of September
2021 (“Effective Date”), by and between TOPPS, LLC, an Arizona limited liability company (“Lender”) and RIVULET
FILMS, INC., a Delaware corporation (“Borrower”).


 


RECITALS:


 


A.          Borrower
has requested of Lender a loan in the aggregate principal amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00) (the “Loan”)
for general business purposes.


 


B.          The
Loan shall be evidenced by a promissory note in the maximum principal amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00)
of even date herewith (the “Note”) and secured by an assignment of certain film rights and film tax credits pursuant to Collateral
Security Agreements from PBP Productions, LLC and Mistress Movie, LLC, as well as a Personal Guarantee of Michael J. Witherill and Debbie
J. Witherill;


 


C.          As
an inducement for Lender to enter into this Loan Agreement, Borrower hereby execute and deliver to Lender this Agreement, Note, Collateral
Security Agreements and Personal Guarantee (the “Loan Documents”).


 


AGREEMENT:


 


Now,
Therefore,
in consideration of the mutual covenants contained herein, it is agreed:


 


1.           Loan.
Subject to the terms and conditions hereof, Lender agrees to loan to or for the benefit of the Borrower during the Loan Term, in the
manner and upon the terms, conditions and adjustments herein and provided in an amount not to exceed the aggregate maximum principal
amount of Six Hundred Thousand 00/100 Dollars ($600,000.00). The Loan funds shall be advanced to Borrower as Lender may approve and upon
Borrower’s compliance with the requirements set forth in Section 2 below and shall be subject to the terms, conditions, and covenants
of this Agreement


 


2.           Conditions
to Loan. Lender shall advance the Loan funds to Borrower in accordance with the terms, conditions, and covenants of this Agreement
and upon following:


 


(a)         Borrower
has delivered all fully executed Loan Documents in a condition satisfactory to Lender;


 


(b)         Borrower
has delivered all other documents as may be required by Lender, in form and substance satisfactory to and approved by Lender, shall have
been duly and validly executed and delivered to Lender by Borrower or such other person or entity as may be requested by Lender;




     


     


    

(c)   
     Borrower is not otherwise in default of any terms, conditions and/or covenants as set forth under the Loan
Documents;


 


(d)        The
representations and warranties contained herein are then true with the same effect as though made at the time of the execution of the
Loan Documents;


 


(e)         Borrower
shall pay Lender’s legal fees in an amount of $6,000.00 together with any costs or third party expenses;


 


(f)          Borrower
shall pay IPCC, LLC, a consulting fee in the amount equal to five percent (5%) of the principal loan amount.


 


3.          Term.
The term of this Agreement shall commence on actual day of closing and continue for a period of twelve (12) months (“Term”)
and may be extended only upon the prior written approval of Lender in its sole and absolute discretion.


 


4.          Payment
Terms.


 


(a)         Interest
shall accrue on the unpaid principal balance of the Note at the rate of nineteen percent (19%) per annum (“Note Rate”).


 


(b)         Borrower
shall prepay twelve (12) months interest an amount equal to One Hundred and Fourteen Dollars 00/100 ($114,000.00).


 


(c)         The
full principal balance due under the Note and any unpaid interest or other charges shall be paid in full on or before the Term.


 


5.          Conditions
Precedent. Lender’s obligations under this Agreement are subject to the following conditions precedent;


 


(a)         Lender
shall have received from Borrower, in a form and substance satisfactory to Lender, the duly executed documents, instruments, information,
agreements, notes, guarantees, certificates, orders, authorizations, financing statements, and other such documents that Lender may reasonably
request.


 


(b)        The
representations and warranties of Borrower as set forth in Section 10 shall be true and correct in all material respects as of the date
hereof.


 


(c)         Lender
shall have received, in form and substance satisfactory to Lender, all information that Lender has reasonably requested to conduct its
due diligence on the Borrower.


 


(d)        Lender
shall have received the results of lien searches for the Borrower as Lender shall reasonably request.


 


(e)        There
shall not be pending or, to the best knowledge of the Borrower threatened, any litigation, action, charge, claim, demand, suit, proceeding,
petition, governmental investigation, or arbitration by, against, or affecting the Borrowers or any property of the Borrower that has
not been disclosed by the Borrower to Lender in writing, and there shall have occurred no development in any such action, charge, claim,
demand, suit, proceeding, petition, governmental investigation, or arbitration that, in Lender’s opinion, would reasonably be expected
to have a materially adverse effect upon Borrower.



     


     


    


(f)          Borrower
shall have received all requisite governmental and third-party approvals and consents, if any, necessary for the Borrower to enter into
and perform its obligations under this Agreement, all in form and substance satisfactory to Lender.


 


6.           Financial
Covenants. Borrower expressly covenants that upon and Effective Date of this Agreement and continuing at all times during the
Term that Borrower shall:


 


(a)         not
incur any other indebtedness to any third party(ies) for any purpose unless Borrower causes such indebtedness to be subordinated to this
Agreement pursuant to a subordination agreement in a form and content as may be approved by Lender in it’s sole and absolute discretion;


 


(b)         not
assign, transfer, hypothecate or grant any interest of any nature whatsoever to the Property to any third party(ies) without the express
written consent of Lender, which consent shall be in Lender’s sole and absolute discretion.


 


7.           Financial
Disclosure Requirements. Borrower shall provide Lender with true and accurate copies of such financial records or reports as
Lender may request in furtherance of Borrower request of Lender to enter into this Agreement.


 


8.           Security.
The obligations of Borrower to Lender as evidenced by or provided for in the Loan Documents, and specifically including, without
limitation, the obligations under the Note and this Agreement, shall be secured by Collateral Security Agreements from Borrower, PBP
Productions, LLC and Mistress Movie, LLC. The obligations of Borrower shall be further secured by the Personal Guarantee of Michael and
Debbie Witherill.


 


9.           Indemnity.
Borrower agrees to fully indemnify, defend, and hold Lender harmless from any and all losses, costs, charges, damages, penalties
or expenses, of any nature whatsoever, that Lender may suffer, sustain or incur as a consequence of: (a) the failure of Borrower to make
any payments when due under the Note after Borrower has given a Notice of Default; (b) Borrower’s acts or omissions with any person(s);
and/or (c) any Event of Default.


 


10.         Representations
and Warranties. The Borrower represents and warrants to Lender as follows:


 


(a)      That
Borrower has the power and authority necessary to execute, deliver and perform the transactions as contemplated by the Loan Documents.


 


(b)      That
this Agreement and all Loan Documents as required to be executed and delivered by Borrower in favor of Lender shall, upon execution,
constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with the terms of the same, except
as may be otherwise limited by applicable bankruptcy, insolvency, reorganization or similar lows affecting the enforcement of creditors
rights.


 


(c)      That
the Loan proceeds as issued by Lender to Borrower shall be used solely and exclusively in accordance with the terms and conditions of
this Agreement.


 


(d)      That
the security documents required to be executed and delivered to Lender for the Collateral Security Agreements shall be effective to create
in favor of Lender, a legal, valid, and enforceable security interest in and to the assets described therein and upon execution and delivery,
shall constitute a first priority lien or security interest in all right, title and interest in the assets superior to any other person(s)
or entity(ies).



     


     


    


(e)       There
is no known litigation or other proceeding pending or threatened against Borrower before any court or administrative agency that might
result in any material, adverse change in the condition of Borrower.


 


(f)       That
this Agreement and all other documents that are to be executed in connection with the transaction contemplated hereby have been duly
authorized, executed and delivered and to the best of Borrower’s knowledge constitute binding obligations enforceable in accordance with
their respective terms, except to the extent that their enforcement may be limited by bankruptcy, reorganization, moratorium, insolvency
or other similar laws affecting creditors’ rights generally, or be limited by the application by a court of equitable principals if equitable
remedies are sought.


 


(g)       That
the Loan Documents are not usurious under applicable law.


 


(h)       That
no statement or information contained in this Agreement, or any other document, certificate or statement furnished or delivered by Borrower
to Lender for use in connection with the transactions contemplated by this Agreement contained as of the date of such statement, information,
document, or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make
any statements contained herein or therein not materially misleading.


 


(i)        That
all of the representations and warranties of Borrower contained in the Loan Documents remain true, correct, and complete as of the date
hereof.


 


11.        Events
of Default. Upon default or breach by Borrower of any term, condition or covenant of this Agreement; or the failure of Borrower
to timely comply with any condition hereof, or upon default in any payment or performance required by the Loan Documents; or if Borrower
shall become in default with respect to any other indebtedness or obligation of Borrower to Lender; or in the event of a materially adverse
event occurring to Borrower’s financial condition; or in the event of a materially adverse event impairing Borrower’s ability to repay
any obligations under the Note; then, in any such event, Lender may, at its option, regard the same as a breach of the conditions of
the Loan Documents and upon or after ten (10) days written notice to cure such event(s) of default to Borrower, declare the indebtedness
evidenced by the Loan Documents immediately due and payable, without further notice or demand, and Lender shall be entitled to the immediate
foreclosure of the Property or exercise of other remedies thereunder, and may, additionally or alternatively, avail itself of any other
relief to which Lender may be legally or equitably entitled. Upon any default under this Section 11 Lender shall be entitled to specific
performance in addition to any other remedies as may be available to Lender at law or in equity. Additionally, upon an event of a default
as described herein, default interest shall accrue at the rate of twenty-five percent (25%) per annum until the outstanding unpaid principal
amount has been paid in full.


 


12.       Attorneys
Fees. If it becomes necessary for Lender or Borrower to engage legal counsel or to bring an action at law or other proceedings
to enforce any of the terms, covenants or conditions of this Agreement or the Loan Documents, the non-prevailing party in such action
shall pay all reasonable attorney fees, as well as all cost and expenses, so incurred by the prevailing party. Any such attorney fees
owing to Lender shall be secured by the Deed of Trust and shall be included in any judgment obtained by Lender.



     


     


    


13.       Beneficiary.
This Agreement is made for the sole protection and benefit of the Borrower and Lender, and no other person or persons whomsoever
shall have any right or action hereon. It is expressly intended that no broker or agent shall be a third-party beneficiary of this Agreement.
There are no representations, promises, warranties, understandings, or agreements, express or implied, oral or otherwise, in relation
thereto, except those expressly referred to or set forth herein. Borrower acknowledges that the execution and delivery of this Agreement
is its voluntary act and deed and that said execution and delivery have not been induced by, nor done in reliance upon, any representations,
promises, warranties, understandings, or agreements made by Lender, its agents, officers, employees, or representatives. No promise,
representation, warranty, or agreement made subsequent to the execution and delivery hereof by either party hereto, and no revocation,
partial or otherwise, change, amendment, addition, alteration, or modification of this Agreement, shall be valid unless the same shall
be in writing signed by all of the parties hereto or by their duly authorized agent.


 


14.       Governing
Law; Jurisdiction and Venue. This Agreement and the other Loan Documents and the rights and obligation of the parties hereunder
and there under shall be construed in accordance with and be governed by the law of the State of Arizona, without regard to principles
of conflicts of laws. Any legal action or proceeding against the Borrowers with respect to this Agreement or any other Loan Documents
may be brought in the courts of the State of Arizona located in Maricopa County or in the United States Federal courts located in Maricopa
County, and, by execution and delivery of this Agreement, the Borrowers hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.


 


15.       Waiver
of Jury Trial. LENDER AND BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EACH OF THEM MAY HAVE
TO A TRIAL BY JURY OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATING HERETO
OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS AGREEMENT.


 


16.       No
Waiver. No failure to exercise and no delay in exercising, on the part of Lender, any right, remedy, power, or privilege hereunder
or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other any right, remedy, power or privilege.
The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges
provided by law.


 


17.       Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A
set of counterparts executed by all the parties hereto shall be lodged with the Borrowers and the Lender.


 


18.       Headings
Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this Agreement.



     


     


    


19.       Notices.
All notices specified herein shall be in writing and shall be delivered in accordance with the provisions set forth below to the
other party at the following addresses (and fax numbers) or at such other addresses (or fax numbers) as a party may designate by a notice
given in any of the manners described following the addresses set forth below:


 


	If to Lender:	TOPPS, LLC
	 	Attn: Cobey

                                                           Hendren 11575

                                                           North 87th Place

                                                           Scottsdale, AZ

                                                           85260

	 	Email: cobey.hendren@outlook.com
	 
	If to Borrower:	Rivulet Films, Inc.
	 	Attn: Michael Witherill
	 	1206 E. Warner Rd., Ste 101-1
	 	Gilbert, AZ 85296
	 	Email: mw@rivuletfilms.com




 


All
notices to be given pursuant to this Agreement shall be sufficient if (a) personally delivered, (b) sent by electronic mail, or (c) mailed
postage prepaid, by (i) United States certified or registered mail, return receipt requested, or (ii) an overnight express mail, service
providing for the equivalent of a return receipt to the sender, to the above described addresses of the parties hereto, or to such other
address as a party may request in a writing complying with the provisions of this Section. Any notice hereunder shall be deemed to be
received for the purposes of this Agreement (x) upon receipt of such notice (if personally delivered or sent by email), (y) two (2) business
days after the date such notice is deposited in the mail (if mailed), or (z) the next business day after the date such notice is given
to the overnight express mail service (if sent by overnight express mail service).


 


18.       Amendment
or Waiver. Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged,
or terminated unless such change, waiver, discharge, or termination is in writing signed by the Lender and the Borrowers.


 


19.       Entire
Agreement. This Agreement, and the Loan Documents contain the entire understanding of the parties with respect to the subject
matter hereof. All express or implied agreements and understandings, either oral or written, heretofore made (other than the Loan Agreements)
are expressly merged in and made a part of this Agreement. Each of the parties hereby acknowledges that this Agreement and other Agreements
are each the result of mutual negotiation and therefore any ambiguity in their respective terms shall not be construed against the drafting
party.


 


In
Witness Whereof,
the parties hereto have executed this Loan Agreement as of the day and year first above written.


 


	Lender:	 	Borrower:	 
	 	 	 	 	 
	TOPPS,
    LLC	 	Rivulet,
    Inc.	 
	 	 	 	 	 
	By:	 	 	By:	/s/
    Michael Witherill	 
	Its:
    Authorized Manager	 	Its:
    Authorized Manager