EFTA01148420.pdf

SETTLEMENT AGREEMENT BETWEEN: 1. Elite World S.A., a company registered under the laws of Luxembourg, hav- ing its address at 28, Boulevard d'Avranches L-1160 Luxembourg, Luxembourg (hereinafter: "Elite"), for this matter duly represented by Cristian D'Ippolito and Paul Johnston; AND 2. Elite Model Management Amsterdam B.V., a company registered under the laws of The Netherlands, having its address at Keizersgracht 448, 1016GD Amsterdam (hereinafter: "EMMA"), for this matter duly represented by Andrew Gleeson; AND 3. ModelMasters The Agency B.V., a company registered under the laws of The Netherlands, having its address at Paulus van Loolaan 13, 1411JM, Naarden, The Netherlands (hereinafter: "MTA"), for this matter duly represented by [mad Izemrane and Frank Butselaar. AND 4. Imad izemrane, having his address at 66 Leonard street, suite 2B, 10013 NY, New York City in the United States of America (hereinafter: "Izemrane"). WHEREAS: • Elite and MTA have entered into negotiations regarding the acquisition by Elite of the assets of MTA, in consideration for the purchase by MTA of a cer- tain percentage of the share capital of EMMA, a subsidiary of Elite; • Elite and MTA have on January 29th 2010 signed a memorandum of under- standing (hereinafter: "the MOU") regarding this proposed transaction, which was subject to contract, and included among other provisions, the proposed presentation of a contract to "the new director of Elite Amsterdam" (whom the parties considered to be lzemrane); • the timetable of the MOU expired without any agreement having been reached; • MTA has presented a proposed Business Transfer Agreement (hereinafter: "BTA") to Elite in February 2010, which was never signed by Elite; • Elite has in the course of 2010 taken over some of the assets of MTA and has placed several of the models that were formerly represented by MTA under contract, of whom five models currently remain under contract; Initials: / / EFTA01148420  • no transfer of shares in EMMA has taken place; • Izemrane has been appointed director of EMMA, but never signed a contract to this effect and was never registered as such with the Trade Register; • both MTA and Elite have expressed in the course of 2010 that they no longer wished the transaction to take place as envisaged and proposed; • the parties now wish to arrange for a full and final settlement of their out- standing issues regarding the MOU, the proposed BTA, the directorship of lzemrane and the taking over of certain assets of MTA by Elite; NOW IT IS HEREBY AGREED AS FOLLOWS: 1. The MOU and the proposed BTA will not be further negotiated or executed; they are to be considered as forever expired and not binding. 2. Elite shall pay the total amount of € 175.000,00 to MTA, in consideration for the acquired assets from MTA, the mother agency fees due to MTA up to the end of the second quarter of 2011, and in full and final settlement of any and all dis- putes between itself and MTA and/or Izemrane resulting from the MOU, the proposed BTA and/or any resulting matters, including the disputed directorship of Izemrane. Elite will pay this amount within 14 (fourteen) days of this agree- ment having been duly signed by all parties into the bank account of: GreenbergTraurig, LLP, SWIFT Code INGBNL2A, IBAN number 157INGB0679508341. 3. Izemrane expressly declares that upon the signing of this agreement he relin- quishes all claims against Elite and against EMMA resulting from his disputed directorship with that company and gives full and final discharge to EMMA and Elite with regard to any matters resulting there from. 4. The future mother agency fees pertaining to the models mentioned in attachment 1 to this agreement [attach Schedule 3.1.11 of the BTAJ will be split equally be- tween EMMA and MTA as long as the models are represented by EMMA. New Amsterdam Investments B.V. will invoice this 50% of the mother agency fees at the end of each quarter. For the avoidance of any doubt the mother agency fees due after 1 July 2011 are not included in the afore-mentioned amount of € 175.000,--. Parties agree that these will be invoiced separately by New Amster- dam Investments B.V. 5. This agreement is in full and final settlement of any and all claims parties under 3. and 4. may have against any member of the Elite group. Parties agree that after payment of the amount of € 175.000,00 as mentioned in clause 2, they will be discharged from all obligations under and resulting from the MOU and the pro- posed BTA. 6. Each party warrants and represents to the others that it has full capacity and authority to enter into and to perform this Agreement initials: / / / EFTA01148421  -3 7. This agreement shall be governed by the laws of The Netherlands. The district court of Amsterdam shall have exclusive jurisdiction with regard to all matters resulting there from. Signed in four copies: 071-0-er— Cristian D'Ippolito Paul Johnston For and on behalf of Elite World S.A., 3 Imad lzermane Frank Butselaar Date For and on behalf of Model Masters The Agency B.V., Imad I ane Date Igt2b, Andrew Glees Date For and on of Elite Model Management Amsterdam B.V., / / EFTA01148422 - 4 - Caroline Teers Cecilia Sion Maud Weixen Patricia van der Vliet Mark Cox initials: / / EFTA01148423