THIRD AMENDMENT TO
JOINT VENTURE
AGREEMENT
THIS THIRD AMENDMENT TO JOINT
VENTURE AGREEMENT (this
“Amendment”) is made and entered into to be effective
as of the 30 th
day of May, 2011 (“Effective
Date”), by and between ADELMAN ENTERPRISES, INC., a Delaware
corporation (“AE”) and MENACHE, LLC, a Delaware limited
liability company (“Menache”), with reference to the
following facts:
BACKGROUND
INFORMATION
WHEREAS , AE and Menache are parties to that certain
Joint Venture Agreement, dated April 24, 2010, as amended by that
certain First Amendment thereto dated October 20, 2010 and the
Second Amendment thereto dated November 24, 2010 (collectively, the
“Joint Venture Agreement”) (capitalized terms not
otherwise defined herein shall have the respective meanings
ascribed to such terms in the Joint Venture Agreement);
and
WHEREAS , in accordance with the Joint Venture
Agreement, the parties have formed Menache Adelman, LLC, a Delaware
limited liability company (the “Company”);
and
WHEREAS , AE and Menache desire to amend the Joint
Venture Agreement in accordance with the terms hereof to extend the
date by which the Initial Funding must be contributed to the
Company by AE in order to avoid the consequences described in
Section 6.2 of the Joint Venture Agreement.
NOW,
THEREFORE , in
consideration of the foregoing recitals and the agreements and
covenants set forth herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 6.1 –
Capitalization . Section 6.1 of the Joint Venture
Agreement is hereby deleted in its entirety, and the following
provision is substituted in lieu thereof:
“As consideration for the 40% ownership of
Menache Adelman, Adelman Enterprises has agreed to fund the
development of the Technology such that such Technology becomes
ready for use on a motion picture (“Funded
Development”); provided however that it is anticipated that
the amount contributed by Menache Adelman shall be Three Million
Five Hundred Thousand Dollars ($3,500,000). As soon as
practicable following the execution of this Agreement, AE will
first pay the amount of Sixty-Six Thousand Six Hundred Sixty-Seven
Dollars ($66,667) to Alberto Menache as an independent contractor
for his consulting services for the development of the Anthus
Channel as it pertains to integrating motion capture into
television programming (“Alberto
Payment”). AE will then contribute the amount of
Three Hundred Fifty Thousand Dollars ($350,000) to the Company
(“Company Initial Funding”) so that the initial work
can commence on prototypes of the Technology. The
Alberto Payment and the Company Initial Funding shall be referred
to herein as the “Initial Funding”.
Notwithstanding anything to the contrary in this
Agreement, it is further a